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, and 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, 2004, Samson owned interests in approximately 16,000 oil and gas wells located in 18 states of the United States and the countries of Canada, Venezuela, and Australia. At December 31, 2004, Samson operated approximately 5,000 oil and gas wells located in 14 states of the United States, as well as Canada, Venezuela, and Australia.
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, 2005, 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 second two-year extension thereby extending their termination date to December 31, 2005. 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. However, substantial increases in the price of steel may increase the costs of any future workover, recompletion or drilling activities conducted by the Partnerships.
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.
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, 2004:
Partnership Purchaser Percentage - ----------- -------------------------------------- ----------
II-A Cinergy Marketing Company ("Cinergy") 16.1% BP America Production Company 14.8% Duke Energy Field Services Inc. ("Duke") 12.3%
II-B Cinergy 24.1% Citation Oil & Gas Corp. ("Citation") 13.1%
II-C Cinergy 22.3% Citation 11.6%
II-D Cinergy 17.0% Whiting Petroleum Corporation 11.8% Vintage Petroleum, Inc. 10.3%
II-E Cinergy 25.1%
II-F Duke 14.7% Cinergy 12.3% Chevron USA, Inc. 10.0%
II-G Duke 14.9% Cinergy 12.2%
II-H Duke 15.1% Cinergy 11.9%
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, 2004.
Well Statistics(1) As of December 31, 2004
Number of Gross Wells(2) Number of Net Wells(3) ------------------------ ---------------------- P/ship Total Oil Gas Total Oil Gas ------ ----- --- --- ----- ----- ----- II-A 1,016 742 274 42.65 25.36 17.29 II-B 203 90 113 24.78 12.97 11.81 II-C 288 109 179 9.49 2.80 6.69 II-D 213 75 138 23.26 2.86 20.40 II-E 868 613 255 11.20 3.69 7.51 II-F 874 609 265 11.76 2.94 8.82 II-G 874 609 265 25.38 6.20 19.18 II-H 874 609 265 6.22 1.46 4.76
- ---------------
(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, 2004, 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 - ----------------- --------- --- -------- -------- ---- ----------- Freda #1-11 Grady OK - 0.0018 Gas Producing Hedgecock #4-12 Caddo OK - 0.0054 Gas Producing Inlow #3-11 Caddo OK - 0.0039 Gas Producing Inlow #4-11 Caddo OK - 0.0039 Gas Producing Brown Foundation Washita OK - 0.0035 Gas Producing #5-14 Brown Foundation Washita OK - 0.0028 Gas Producing #6-14 Flaming #3-20 Washita OK - 0.0006 Gas Producing Katie #4-11 Washita OK - 0.0074 Gas Producing Chandra #1-4 Caddo OK - 0.0052 Oil Producing Ramey #1-13 Woodward OK 0.0087 0.0071 Oil Producing Farris Ranch #31-2 Dewey OK - 0.0004 N/A In Progress Jo-Mill Unit (27 new wells) Borden TX 0.0025 0.0022 Oil Producing
II-B Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ----------- Brown Foundation Washita OK - 0.0057 Gas Producing #5-14 Brown Foundation Washita OK - 0.0046 Gas Producing #6-14 Flaming #3-20 Washita OK - 0.0010 Gas Producing Katie #4-11 Washita OK - 0.0057 Gas Producing Farris Ranch #31-2 Dewey OK - 0.0018 N/A In Progress
II-C Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ----------- Huls #2-24 Washita OK - 0.0015 Gas Producing Huls #3-24 Washita OK - 0.0015 Gas Producing Stella-Killebrew #2 Roberts TX - 0.0001 Gas Producing Brown Foundation Washita OK - 0.0024 Gas Producing #5-14
Brown Foundation Washita OK - 0.0020 Gas Producing #6-14 Flaming #3-20 Washita OK - 0.0004 Gas Producing Katie #4-11 Washita OK - 0.0025 Gas Producing Farris Ranch #31-2 Dewey OK - 0.0003 N/A In Progress
II-D Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ----------- Huls #2-24 Washita OK - 0.0017 Gas Producing Huls #3-24 Washita OK - 0.0017 Gas Producing Stella-Killebrew #2 Roberts TX - 0.0011 Gas Producing
II-E Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ----------- Wilson A-#2 Roger OK 0.0001 0.0001 Gas Producing Mills Bryant #5-44 Wheeler TX - 0.0012 Gas Producing Black Tiger #1 Seminole OK 0.0021 0.0021 Oil Producing Armstrong #1-640.5H Dimmit TX - 0.0042 N/A Shut-in Ward #17-1 Howard TX - 0.0042 Gas Producing Hill, Wess #13 Sutton TX - 0.0001 Gas Producing Davis, N B #16 Sutton TX - 0.0003 Gas Producing Miers, W A #17 Sutton TX - 0.0001 Gas Producing Hill, Wess #14 Sutton TX - 0.0001 Gas Producing Garner 12 #1 Terrell TX 0.0021 0.0017 Gas Producing Emperor #24-1 (RY) Winkler TX - 0.0006 Gas Producing Hill, Wess #16 Sutton TX - 0.0001 Gas Producing Hill, Wess #15 Sutton TX - 0.0001 Gas Producing Cox 27 #3 (RY) Upton TX - 0.0038 Gas Producing Andrews Waterflood Unit (3 new wells) Andrews TX 0.0011 0.0011 Oil Producing Resler B3 (RY) Lea NM - 0.0005 Oil Producing Resler B2 (RY) Lea NM - 0.0005 Oil Producing Resler A1 (RY) Lea NM - 0.0005 Oil Producing Neal 30 #1 Re-Entry Upton TX - 0.0007 Oil Producing Taylor 17 #1 Howard TX - 0.0033 N/A In Progress Owens 17 #1 Crockett TX 0.0042 0.0042 N/A Dry Hole Tribal C 4B Rio NM - 0.0001 Gas Producing Arriba Jenney #1B Rio NM - 0.0006 N/A In Progress Arriba Hoyt #2C Rio (MV/Dakota) Arriba NM - 0.0001 N/A Shut-in Hardy Percy #9 & #10 Lea NM - 0.0017 Oil Producing
II-F Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ---------- Wilson A #2 Roger OK 0.0002 0.0002 Gas Producing Mills Bryant #5-44 Wheeler TX - 0.0030 Gas Producing Black Tiger #1 Seminole OK 0.0051 0.0051 Oil Producing Armstrong #1-640.5H Dimmit TX - 0.0101 N/A Shut-in Ward #17-1 Howard TX - 0.0101 Gas Producing Hill, Wess #13 Sutton TX - 0.0003 Gas Producing Davis, N B #16 Sutton TX - 0.0006 Gas Producing Miers, W A #17 Sutton TX - 0.0003 Gas Producing Hill, Wess #14 Sutton TX - 0.0003 Gas Producing Garner 12 #1 Terrell TX 0.0052 0.0042 Gas Producing Emperor #24-1 (RY) Winkler TX - 0.0015 Gas Producing Hill, Wess #16 Sutton TX - 0.0003 Gas Producing Hill, Wess #15 Sutton TX - 0.0003 Gas Producing Cox 27 #3 (RY) Upton TX - 0.0092 Gas Producing Andrews Waterflood Unit (3 new wells) Andrews TX 0.0028 0.0028 Oil Producing Resler B3 (RY) Lea NM - 0.0013 Oil Producing Resler B2 (RY) Lea NM - 0.0013 Oil Producing Resler A1 (RY) Lea NM - 0.0013 Oil Producing Neal 30 #1 Re-Entry Upton TX - 0.0018 Oil Producing Taylor 17 #1 Howard TX - 0.0081 N/A In Progress Owens 17 #1 Crockett TX 0.0101 0.0101 N/A Dry Hole Tribal C 4B Rio NM - 0.0000 Gas Producing Arriba Jenney #1B Rio NM - 0.0002 N/A In Progress Arriba Hoyt #2C Rio (MV/Dakota) Arriba NM - 0.0000 N/A Shut-in Hardy Percy #9 & #10 Lea NM - 0.0041 Oil Producing
II-G Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ---------- Wilson A #2 Roger OK 0.0004 0.0004 Gas Producing Mills Bryant #5-44 Wheeler TX - 0.0064 Gas Producing Black Tiger #1 Seminole OK 0.0106 0.0106 Oil Producing Armstrong #1-640.5H Dimmit TX - 0.0212 N/A Shut-in Ward #17-1 Howard TX - 0.0212 Gas Producing Hill, Wess #13 Sutton TX - 0.0007 Gas Producing Davis, N B #16 Sutton TX - 0.0014 Gas Producing Miers, W A #17 Sutton TX - 0.0007 Gas Producing Hill, Wess #14 Sutton TX - 0.0007 Gas Producing Garner 12 #1 Terrell TX 0.0109 0.0088 Gas Producing Emperor #24-1 (RY) Winkler TX - 0.0032 Gas Producing Hill, Wess #16 Sutton TX - 0.0007 Gas Producing
Hill, Wess #15 Sutton TX - 0.0007 Gas Producing Cox 27 #3 (RY) Upton TX - 0.0192 Gas Producing Andrews Waterflood Unit (3 new wells) Andrews TX 0.0058 0.0058 Oil Producing Resler B3 (RY) Lea NM - 0.0027 Oil Producing Resler B2 (RY) Lea NM - 0.0027 Oil Producing Resler A1 (RY) Lea NM - 0.0027 Oil Producing Neal 30 #1 Re-Entry Upton TX - 0.0037 Oil Producing Taylor 17 #1 Howard TX - 0.0170 N/A In Progress Owens 17 #1 Crockett TX 0.0212 0.0212 N/A Dry Hole Tribal C 4B Rio NM - 0.0002 Gas Producing Arriba Jenney #1B Rio NM - 0.0007 N/A In Progress Arriba Hoyt #2C Rio (MV/Dakota) Arriba NM - 0.0001 N/A Shut-in Hardy Percy #9 & #10 Lea NM - 0.0085 Oil Producing
II-H Partnership Working Revenue Well Name County St. Interest Interest Type Status - ----------------- --------- --- -------- -------- ---- ---------- Wilson A #2 Roger OK 0.0001 0.0001 Gas Producing Mills Bryant #5-44 Wheeler TX - 0.0015 Gas Producing Black Tiger #1 Seminole OK 0.0025 0.0025 Oil Producing Armstrong #1-640.5H Dimmit TX - 0.0049 N/A Shut-in Ward #17-1 Howard TX - 0.0049 Gas Producing Hill, Wess #13 Sutton TX - 0.0002 Gas Producing Davis, N B #16 Sutton TX - 0.0003 Gas Producing Miers, W A #17 Sutton TX - 0.0002 Gas Producing Hill, Wess #14 Sutton TX - 0.0002 Gas Producing Garner 12 #1 Terrell TX 0.0025 0.0020 Gas Producing Emperor #24-1 (RY) Winkler TX - 0.0007 Gas Producing Hill, Wess #16 Sutton TX - 0.0002 Gas Producing Hill, Wess #15 Sutton TX - 0.0002 Gas Producing Cox 27 #3 (RY) Upton TX - 0.0045 Gas Producing Andrews Waterflood Unit(3 new wells) Andrews TX 0.0013 0.0014 Oil Producing Resler B3 (RY) Lea NM - 0.0006 Oil Producing Resler B2 (RY) Lea NM - 0.0006 Oil Producing Resler A1 (RY) Lea NM - 0.0006 Oil Producing Neal 30 #1 Re-Entry Upton TX - 0.0009 Oil Producing Taylor 17 #1 Howard TX - 0.0039 N/A In Progress Owens 17 #1 Crockett TX 0.0049 0.0049 N/A Dry Hole Tribal C 4B Rio NM - 0.0001 Gas Producing Arriba Jenney #1B Rio NM - 0.0003 N/A In Progress Arriba Hoyt #2C Rio (MV/Dakota) Arriba NM - 0.0000 N/A Shut-in
Hardy Percy #9 & #10 Lea NM - 0.0020 Oil Producing
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, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 65,565 74,313 64,016 Gas (Mcf) 646,674 717,179 821,485
Oil and gas sales: Oil $2,484,192 $2,078,263 $1,499,533 Gas 3,457,506 3,502,160 2,282,330 --------- --------- --------- Total $5,941,698 $5,580,423 $3,781,863 ========= ========= ========= Total direct operating expenses $1,540,000 $1,407,759 $1,516,608 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 25.9% 25.2% 40.1%
Average sales price: Per barrel of oil $37.89 $27.97 $23.42 Per Mcf of gas 5.35 4.88 2.78
Direct operating expenses per equivalent Bbl of oil $ 8.88 $ 7.26 $ 7.55
Net Production Data
II-B Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 42,473 43,725 40,616 Gas (Mcf) 535,070 548,582 598,159
Oil and gas sales: Oil $1,655,352 $1,282,628 $ 983,366 Gas 2,730,383 2,574,612 1,629,566 --------- --------- --------- Total $4,385,735 $3,857,240 $2,612,932 ========= ========= ========= Total direct operating expenses $1,140,240 $ 998,312 $1,021,964 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 26.0% 25.9% 39.1%
Average sales price: Per barrel of oil $38.97 $29.33 $24.21 Per Mcf of gas 5.10 4.69 2.72
Direct operating expenses per equivalent Bbl of oil $ 8.66 $ 7.39 $ 7.28
Net Production Data
II-C Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 15,365 15,806 14,351 Gas (Mcf) 301,090 315,371 343,662
Oil and gas sales: Oil $ 597,955 $ 465,997 $ 352,930 Gas 1,521,252 1,432,288 931,491 --------- --------- --------- Total $2,119,207 $1,898,285 $1,284,421 ========= ========= ========= Total direct operating expenses $ 524,010 $ 484,633 $ 432,068 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.7% 25.5% 33.6%
Average sales price: Per barrel of oil $38.92 $29.48 $24.59 Per Mcf of gas 5.05 4.54 2.71
Direct operating expenses per equivalent Bbl of oil $ 7.99 $ 7.09 $ 6.03
Net Production Data
II-D Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 25,312 23,482 31,350 Gas (Mcf) 674,131 724,786 795,913
Oil and gas sales: Oil $ 970,924 $ 672,785 $ 728,533 Gas 3,425,727 3,226,165 2,128,408 --------- --------- --------- Total $4,396,651 $3,898,950 $2,856,941 ========= ========= ========= Total direct operating expenses $1,166,926 $1,075,751 $ 886,247 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 26.5% 27.6% 31.0%
Average sales price: Per barrel of oil $38.36 $28.65 $23.24 Per Mcf of gas 5.08 4.45 2.67
Direct operating expenses per equivalent Bbl of oil $ 8.48 $ 7.46 $ 5.40
Net Production Data
II-E Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 18,135 19,131 23,426 Gas (Mcf) 409,863 467,472 488,328
Oil and gas sales: Oil $ 686,966 $ 561,004 $ 566,653 Gas 2,101,949 2,186,172 1,387,404 --------- --------- --------- Total $2,788,915 $2,747,176 $1,954,057 ========= ========= ========= Total direct operating expenses $ 683,739 $ 664,928 $ 528,268 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.5% 24.2% 27.0%
Average sales price: Per barrel of oil $37.88 $29.32 $24.19 Per Mcf of gas 5.13 4.68 2.84
Direct operating expenses per equivalent Bbl of oil $ 7.91 $ 6.85 $ 5.04
Net Production Data
II-F Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 26,083 24,828 27,894 Gas (Mcf) 402,717 442,255 451,358
Oil and gas sales: Oil $ 950,141 $ 705,160 $ 663,274 Gas 1,925,993 1,934,121 1,236,733 --------- --------- --------- Total $2,876,134 $2,639,281 $1,900,007 ========= ========= ========= Total direct operating expenses $ 608,955 $ 573,207 $ 421,986 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 21.2% 21.7% 22.2%
Average sales price: Per barrel of oil $36.43 $28.40 $23.78 Per Mcf of gas 4.78 4.37 2.74
Direct operating expenses per equivalent Bbl of oil $ 6.53 $ 5.82 $ 4.09
Net Production Data
II-G Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 54,665 52,045 58,467 Gas (Mcf) 859,114 941,870 959,663
Oil and gas sales: Oil $1,991,518 $1,478,077 $1,389,987 Gas 4,125,357 4,127,614 2,633,819 --------- --------- --------- Total $6,116,875 $5,605,691 $4,023,806 ========= ========= ========= Total direct operating expenses $1,300,804 $1,221,171 $ 900,203 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 21.3% 21.8% 22.4%
Average sales price: Per barrel of oil $36.43 $28.40 $23.77 Per Mcf of gas 4.80 4.38 2.74
Direct operating expenses per equivalent Bbl of oil $ 6.57 $ 5.84 $ 4.12
Net Production Data
II-H Partnership ----------------
Year Ended December 31, ---------------------------------------- 2004 2003 2002 ---------- ---------- ---------- Production: Oil (Bbls) 12,688 12,082 13,577 Gas (Mcf) 206,905 226,604 229,923
Oil and gas sales: Oil $ 462,355 $ 343,099 $322,666 Gas 997,695 992,693 631,670 --------- --------- ------- Total $1,460,050 $1,335,792 $954,336 ========= ========= ======= Total direct operating expenses $ 314,459 $ 295,355 $217,304 ========= ========= =======
Direct operating expenses as a percentage of oil and gas sales 21.5% 22.1% 22.8%
Average sales price: Per barrel of oil $36.44 $28.40 $23.77 Per Mcf of gas 4.82 4.38 2.75
Direct operating expenses per equivalent Bbl of oil $ 6.67 $ 5.92 $ 4.19
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, 2004. 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, 2004. 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, 2004 ($43.36 per barrel and $6.02 per Mcf, respectively) were higher than the prices in effect on December 31, 2003 ($29.25 per barrel and $5.77 per Mcf, respectively). 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, 2004 to be higher than the previous estimates and values at December 31, 2003. 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, 2004. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2004 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, 2004 (1)
II-A Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,276,815 Oil and liquids (Bbls) 640,885 Net Present Value (discounted at 10% per annum) $22,577,646
II-B Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,820,010 Oil and liquids (Bbls) 464,848 Net Present Value (discounted at 10% per annum) $16,786,623
II-C Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,453,278 Oil and liquids (Bbls) 165,761 Net Present Value (discounted at 10% per annum) $10,385,490
II-D Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 9,092,389 Oil and liquids (Bbls) 187,315 Net Present Value (discounted at 10% per annum) $23,002,363
II-E Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,984,738 Oil and liquids (Bbls) 180,202 Net Present Value (discounted at 10% per annum) $13,207,547
II-F Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,712,870 Oil and liquids (Bbls) 341,736 Net Present Value (discounted at 10% per annum) $13,041,206
II-G Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 7,960,566 Oil and liquids (Bbls) 716,461 Net Present Value (discounted at 10% per annum) $27,697,953
II-H Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 1,928,846 Oil and liquids (Bbls) 166,923 Net Present Value (discounted at 10% per annum) $6,599,223
- ----------
(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, 2004:
Operated Wells ------------------------------------------- Partnership Number Percent ----------- ------ ------- II-A 69 6% II-B 42 18% II-C 60 17% II-D 38 14% II-E 40 2% II-F 56 2% II-G 56 2% II-H 56 2%
The following tables set forth certain well and reserve information as of December 31, 2004 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. 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, and the Uinta Basin is located in northeast Utah.
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, and 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 Prior Owners requested the Texas Supreme Court to reverse this decision as to the $300 claim and its related attorneys' fees. The Texas Supreme Court initially declined to consider this request, but in October 2004
entertained oral arguments on the matter. A decision is expected in 2005.
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, Samson made a supplemental payment to the royalty and overriding royalty interest owners who were potential class members of amounts which were then thought to have been improperly deducted plus statutory interest thereon. The applicable portions of these payments, $2,548.31 and $26,768.96, respectively, were 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 2004.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 28, 2005, 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 3,210 II-B 361,719 2,010 II-C 154,621 1,060 II-D 314,878 2,200 II-E 228,821 1,670 II-F 171,400 1,330 II-G 372,189 2,030 II-H 91,711 950
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 -----------------------
2003 2004 2005 ------------------------ ------------------------ ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $12 $11 $18 $16 $15 $14 $19 $17 $15 II-B 12 11 17 16 14 13 19 17 16 II-C 18 17 27 25 23 22 29 26 24 II-D 25 23 32 30 29 27 30 28 26 II-E 15 14 24 22 21 19 25 23 22 II-F 19 17 28 26 23 20 31 28 26 II-G 19 17 28 25 23 20 30 28 25 II-H 18 17 27 25 22 20 30 27 25
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 2003 and 2004 and the first quarter of 2005.
Cash Distributions ------------------
------------------------------------------------ 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------
II-A $ .71 $1.10 $1.87 $1.35 II-B .59 1.21 1.58 1.24 II-C .70 1.44 1.81 1.47 II-D .66 1.20 1.87 1.27 II-E 1.02 1.17 2.12 1.70 II-F 1.86 1.57 2.92 2.59 II-G 1.81 1.55 2.86 2.51 II-H 1.71 1.45 2.60 2.37
2004 2005 ------------------------------------------------ ------ 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------ ------
II-A $1.54 $1.32 $1.63 $1.89 $1.90 II-B 1.38 1.30 1.56 1.90 1.82 II-C 1.77 1.55 1.83 2.26 2.10 II-D 1.74 1.63 1.69 2.29 1.95 II-E 1.61 1.63 1.70 2.05 1.73 II-F 2.45 2.82 2.46 2.84 2.51 II-G 2.39 2.77 2.42 2.77 2.45 II-H 2.28 2.63 2.21 2.66 2.32
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.
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 (or high 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, 2004 as compared to the year ended December 31, 2003 and for the year ended December 31, 2003 as compared to the year ended December 31, 2002.
II-A Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $361,275 (6.5%) in 2004 as compared to 2003. Of this increase, approximately $650,000 and $300,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $245,000 and $344,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 8,748 barrels and 70,505 Mcf, respectively, in 2004 as compared to 2003. 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 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the II-A Partnership becoming over produced in excess of estimated ultimate reserves thereby increasing gas imbalance payable. Average oil and gas prices increased to $37.89 per barrel and $5.35 per Mcf, respectively, in 2004 from $27.97 per barrel and $4.88 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $132,241 (9.4%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on several wells during 2004, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in saltwater disposal expenses on one significant well during 2004 as compared to 2003. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As of the date of this Annual Report, management anticipates that the saltwater disposal expenses on the significant well will remain at 2004 levels. As a percentage
of oil and gas sales, these expenses increased to 25.9% in 2004 from 25.2% in 2003.
Depreciation, depletion, and amortization of oil and gas properties increased $5,233 (2.5%) in 2004 as compared to 2003. As a percentage of oil and gas sales, this expense decreased to 3.6% in 2004 from 3.8% in 2003.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4% in 2004 from 10.1% in 2003.
The Limited Partners have received cash distributions through December 31, 2004 totaling $61,080,357 or 126.13% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $1,798,560 (47.6%) in 2003 as compared to 2002. Of this increase, approximately (i) $338,000 and $1,510,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $241,000 was related to an increase in the volumes of oil sold. These increases were partially offset by a decrease of approximately $290,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 10,297 barrels, while volumes of gas sold decreased 104,306 Mcf in 2003 as compared to 2002. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well due to the successful recompletion of that well during mid 2002, (ii) an increase in production on another significant well due to the successful workover of that well during mid 2003, and (iii) a positive prior period volume adjustment made by the purchaser on another significant well during 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a negative prior period volume adjustment made by the operator on one significant well during 2003. Average oil and gas prices increased to $27.97 per barrel and $4.88 per Mcf, respectively, in 2003 from $23.42 per barrel and $2.78 per Mcf, respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-A Partnership sold certain oil and gas properties during 2003 and recognized a $9,595 gain on such sales. Sales of oil and gas properties during 2002 resulted in the II-A Partnership recognizing similar gains of $193,272.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $108,849 (7.2%) in 2003 as compared to 2002. This decrease was primarily due to (i) workover expenses incurred on several wells during 2002, (ii) a
decrease in lease operating expenses associated with the decrease in volumes of gas sold, and (iii) a negative prior period lease operating expense adjustment made by the operator on one significant well during 2003. These decreases were partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) a partial reversal during 2002 of approximately $22,000 (due to a partial post-judgment settlement) of a charge previously accrued for a judgment, and (iii) workover expenses incurred on one significant well during 2003. As a percentage of oil and gas sales, these expenses decreased to 25.2% in 2003 from 40.1% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $50,295 (19.2%) in 2003 as compared to 2002. This decrease was primarily due to (i) one significant well being fully depleted in 2002 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, 2003. As a percentage of oil and gas sales, this expense decreased to 3.8% in 2003 from 6.9% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 10.1% in 2003 from 14.7% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-B Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $528,495 (13.7%) in 2004 as compared to 2003. Of this increase, approximately $409,000 and $219,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $63,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,252 barrels and 13,512 Mcf, respectively, in 2004 as compared to 2003. Average oil and gas prices increased to $38.97 per barrel and $5.10 per Mcf, respectively, in 2004 from $29.33 per barrel and $4.69 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $141,928 (14.2%) in 2004 as compared to 2003. This increase was primarily due to (i) an
increase in salt water disposal expenses on one significant well during 2004 as compared to 2003, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) workover expenses incurred on one significant well during 2004. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As of the date of this Annual Report, management anticipates that the saltwater disposal expenses on the significant well will remain at 2004 levels. As a percentage of oil and gas sales, these expenses increased to 26.0% in 2004 from 25.9% in 2003.
Depreciation, depletion, and amortization of oil and gas properties remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2004 from 4.0% in 2003. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.6% in 2004 from 11.0% in 2003. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2004 totaling $43,950,916 or 121.51% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $1,244,308 (47.6%) in 2003 as compared to 2002. Of this increase, approximately $224,000 and $1,080,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $135,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,109 barrels, while volumes of gas sold decreased 49,577 Mcf in 2003 as compared to 2002. Average oil and gas prices increased to $29.33 per barrel and $4.69 per Mcf, respectively, in 2003 from $24.21 per barrel and $2.72 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $23,652 (2.3%) in 2003 as compared to 2002. This decrease was primarily due to workover expenses incurred on several wells during 2002, which decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 25.9% in 2003 from 39.1% in 2002. This percentage decrease was
primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $64,625 (29.5%) in 2003 as compared to 2002. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003 and (ii) one significant well being fully depleted in 2002 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 4.0% in 2003 from 8.4% in 2002. This percentage decrease was primarily due to (i) the increases in the average prices of oil and gas sold and (ii) the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 11.0% in 2003 from 16.1% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-C Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $220,922 (11.6%) in 2004 as compared to 2003. Of this increase, approximately $145,000 and $154,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $65,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 441 barrels and 14,281 Mcf, respectively, in 2004 as compared to 2003. Average oil and gas prices increased to $38.92 per barrel and $5.05 per Mcf, respectively, in 2004 from $29.48 per barrel and $4.54 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $39,377 (8.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 24.7% in 2004 from 25.5% in 2003.
Depreciation, depletion, and amortization of oil and gas properties decreased $12,901 (15.4%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. As a percentage of oil and gas sales, this expense decreased to 3.3% in 2004 from 4.4% in 2003. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization
of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1% in 2004 from 10.2% in 2003. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2004 totaling $20,662,686 or 133.63% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $613,864 (47.8%) in 2003 as compared to 2002. Of this increase, approximately $77,000 and $577,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $77,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,455 barrels, while volumes of gas sold decreased 28,291 Mcf in 2003 as compared to 2002. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful workover of that well during mid 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during 2002. Average oil and gas prices increased to $29.48 per barrel and $4.54 per Mcf, respectively, in 2003 from $24.59 per barrel and $2.71 per Mcf, respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-C Partnership sold certain oil and gas properties during 2003 and recognized a $768 gain on such sales. Sales of oil and gas properties during 2002 resulted in the II-C Partnership recognizing similar gains of $120,063.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $52,565 (12.2%) in 2003 as compared to 2002. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 25.5% in 2003 from 33.6% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $5,862(6.5%) in 2003 as compared to 2002. As a percentage of oil and gas sales, this expense decreased to 4.4% in 2003 from 7.0% in 2002. This percentage decrease was
primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,655 (1.4%) in 2003 as compared to 2002. As a percentage of oil and gas sales, these expenses decreased to 10.2% in 2003 from 14.9% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-D Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $497,701 (12.8%) in 2004 as compared to 2003. Of this increase, approximately (i) $246,000 and $425,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $52,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $225,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,830 barrels, while volumes of gas sold decreased 50,655 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to an increase in production on one significant well following successful repairs of its mechanical problems during late 2003, which increase was partially offset by normal declines in production. Average oil and gas prices increased to $38.36 per barrel and $5.08 per Mcf, respectively, in 2004 from $28.65 per barrel and $4.45 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $91,175 (8.5%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on several wells during 2004 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) workover expenses incurred on several other wells during 2003 and (ii) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2003. As a percentage of oil and gas sales, these expenses decreased to 26.5% in 2004 from 27.6% in 2003.
Depreciation, depletion, and amortization of oil and gas properties decreased $107,738 (38.3%) in 2004 as compared to 2003. This decrease was primarily due to (i) the abandonment of one significant well during 2003 due to severe mechanical problems, (ii) the decrease in volumes of gas sold, and (iii) upward revisions in the estimates of remaining oil and gas reserves during 2004. These decreases were partially offset by one
significant well being fully depleted during 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.9% in 2004 from 7.2% in 2003. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.4% in 2004 from 9.6% in 2003. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2004 totaling $43,227,903 or 137.28% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $1,042,009 (36.5%) in 2003 as compared to 2002. Of this increase, approximately $127,000 and $1,288,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $183,000 and $190,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 7,868 barrels and 71,127 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to (i) a substantial decline in production during 2003 on one significant well following the initially high production after completion of that well during late 2001 and mechanical problems occurring on that same well and (ii) normal declines in production. The well with a substantial decline in production experienced an increase in production during late 2003 following successful repairs of its mechanical problems. The decrease in volumes of gas sold was primarily due to (i) the sale of several wells during late 2002 and (ii) the shutting-in of one significant well during 2003 due to high well pressure. The shut-in well returned to production in late 2003. These decreases were partially offset by positive prior period volume adjustments made by the operator on two significant wells during 2003. Average oil and gas prices increased to $28.65 per barrel and $4.45 per Mcf, respectively, in 2003 from $23.24 per barrel and $2.67 per Mcf, respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-D Partnership sold certain oil and gas properties during 2003 and recognized an $8,060 gain on such sales. Sales of oil and gas properties during 2002 resulted in the II-D Partnership recognizing similar gains of $1,256,405.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $189,504 (21.4%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during 2003, and (iii) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2003. 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) workover expenses incurred on several wells during 2002. As a percentage of oil and gas sales, these expenses decreased to 27.6% in 2003 from 31.0% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties increased $95,363 (51.4%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to recompletion activities on one significant well during 2003 and (ii) the abandonment of another significant well during 2003 due to severe mechanical problems. These increases were partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales, this expense increased to 7.2% in 2003 from 6.5% in 2002. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.6% in 2003 from 12.9% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-E Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $41,739 (1.5%) in 2004 as compared to 2003. Of this increase, approximately $155,000 and $185,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $29,000 and $269,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 996 barrels and 57,609 Mcf, respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold was primarily due to (i) normal declines in
production and (ii) a negative prior period volume adjustment made by the operator on one significant well during 2004. These decreases were partially offset by (i) positive prior period volume adjustments made by the operators during 2004 on two significant wells and (ii) a negative prior period volume adjustment made by the operator during 2003 on another significant well. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well during 2004 in order to redirect the flow of gas to a pipeline with available capacity, and (iii) a negative prior period volume adjustment made by the operator on another significant well during 2004. The shut-in well is expected to return to production in early 2005. These decreases were partially offset by a positive prior period volume adjustment made by the operator on one significant well during 2004. Average oil and gas prices increased to $37.88 per barrel and $5.13 per Mcf, respectively, in 2004 from $29.32 per barrel and $4.68 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,811 (2.8%) in 2004 as compared to 2003. This increase was primarily due to workover expenses incurred on several wells during 2004. This increase was partially offset by (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments on two significant wells during 2003, and (iii) a negative prior period production tax adjustment made by the operator on one significant well during 2004. As a percentage of oil and gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.
Depreciation, depletion, and amortization of oil and gas properties increased $64,220 (46.8%) in 2004 as compared to 2003. This increase was primarily due to two significant wells being substantially depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. As a percentage of oil and gas sales, this expense increased to 7.2% in 2004 from 5.0% in 2003. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses decreased $2,904 (1.0%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 9.9% in 2004 from 10.2% in 2003.
The Limited Partners have received cash distributions through December 31, 2004 totaling $30,299,574 or 132.42% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $793,119 (40.6%) in 2003 as compared to 2002. Of this increase, approximately $98,000 and $858,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $104,000 related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 4,295 barrels and 20,856 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a negative prior period volume adjustment made by the operator on one significant well during 2003. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during 2002 and (ii) the shutting-in of another significant well due to high well pressure during 2003. The shut-in well returned to production in late 2003. Average oil and gas prices increased to $29.32 per barrel and $4.68 per Mcf, respectively, in 2003 from $24.19 per barrel and $2.84 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $136,660 (25.9%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) positive prior period lease operating expense adjustments on two significant wells during 2003, and (iii) workover expenses incurred on one significant well during 2003. As a percentage of oil and gas sales, these expenses decreased to 24.2% in 2003 from 27.0% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $25,478 (15.7%) in 2003 as compared to 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales, this expense decreased to 5.0% in 2003 from 8.3% in 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 10.2% in 2003 from 14.2% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-F Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $236,853 (9.0%) in 2004 as compared to 2003. Of this increase, approximately (i) $209,000 and $165,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $36,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $173,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,255 barrels, while volumes of gas sold decreased 39,538 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during 2004, which increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004. Average oil and gas prices increased to $36.43 per barrel and $4.78 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.37 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $35,748 (6.2%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on two significant wells during 2004, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by (i) negative prior period production tax adjustments made by the operator on several wells during 2004, (ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.2% in 2004 from 21.7% in 2003.
Depreciation, depletion, and amortization of oil and gas properties increased $81,354 (60.1%) in 2004 as compared to 2003. This increase was primarily due to one significant well being fully depleted during 2004 due to lack of remaining reserves. This increase was partially offset by (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.5% in 2004 from 5.1% in 2003. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses decreased $2,116 (1.0%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.4% in 2004 from 8.1% in 2003.
The Limited Partners have received cash distributions through December 31, 2004 totaling $25,135,051 or 146.65% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 -------------------------------------
Total oil and gas sales increased $739,274 (38.9%) in 2003 as compared to 2002. Of this increase, approximately $115,000 and $722,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,066 barrels and 9,103 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by a positive prior period volume adjustment made by the operator on one significant well during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.37 per Mcf, respectively, in 2003 from $23.78 per barrel and $2.74 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $151,221 (35.8%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.7% in 2003 from 22.2% in 2002.
Depreciation, depletion, and amortization of oil and gas properties decreased $66,031 (32.8%) in 2003 as compared to 2002. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003 and (ii) two significant wells being fully depleted in 2002 due to lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 5.1% in 2003 from 10.6% in 2002. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 8.1% in 2003 from 11.2% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
II-G Partnership ---------------- Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $511,184 (9.1%) in 2004 as compared to 2003. Of this increase, approximately (i) $439,000 and $360,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $75,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $363,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,620 barrels, while volumes of gas sold decreased 82,756 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during 2004, which increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004. Average oil and gas prices increased to $36.43 per barrel and $4.80 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $79,633 (6.5%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on two significant wells during 2004 (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by (i) negative prior period production tax adjustments made by the operators on several wells during 2004, (ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.3% in 2004 from 21.8% in 2003.
Depreciation, depletion, and amortization of oil and gas properties increased $182,196 (62.8%) in 2004 as compared to 2003. This increase was primarily due to one significant well being fully depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.7% in 2004 from 5.2% in 2003. This percentage increase was
primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses decreased $4,924 (1.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.1% in 2004 from 7.8% in 2003.
The Limited Partners have received cash distributions through December 31, 2004 totaling $52,519,371 or 141.11% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $1,581,885 (39.3%) in 2003 as compared to 2002. Of this increase, approximately $241,000 and $1,543,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 6,422 barrels and 17,793 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by a positive prior period volume adjustment made by the operator on one significant well during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38 per Mcf, respectively, in 2003 from $23.77 per barrel and $2.74 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $320,968 (35.7%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.8% in 2003 from 22.4% in 2002.
Depreciation, depletion, and amortization of oil and gas properties decreased $141,446 (32.8%) in 2003 as compared to 2002. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003 and (ii) two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 5.2% in 2003 from 10.7% in 2002. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 7.8% in 2003 from 10.8% in 2002.
This percentage decrease was primarily due to the increase in oil and gas sales.
II-H Partnership ----------------
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $124,258 (9.3%) in 2004 as compared to 2003. Of this increase, approximately (i) $102,000 and $91,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $17,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $86,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 606 barrels, while volumes of gas sold decreased 19,699 Mcf in 2004 as compared to 2003. The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during 2004, which increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004. Average oil and gas prices increased to $36.44 per barrel and $4.82 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $19,104 (6.5%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on two significant wells during 2004, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by (i) negative prior period production tax adjustments made by the operator on several wells during 2004,(ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.5% in 2004 from 22.1% in 2003.
Depreciation, depletion, and amortization of oil and gas properties increased $45,192 (65.7%) in 2004 as compared to 2003. This increase was primarily due to one significant well being fully depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii)
the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.8% in 2004 from 5.1% in 2003. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5% in 2004 from 9.4% in 2003.
The Limited Partners have received cash distributions through December 31, 2004 totaling $12,206,364 or 133.10% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared to Year Ended December 31, 2002 --------------------------------------
Total oil and gas sales increased $381,456 (40.0%) in 2003 as compared to 2002. Of this increase, approximately $56,000 and $370,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,495 barrels and 3,319 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by a positive prior period volume adjustment made by the operator on one significant well during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38 per Mcf, respectively, in 2003 from $23.77 per barrel and $2.75 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $78,051 (35.9%) in 2003 as compared to 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 22.1% in 2003 from 22.8% in 2002.
Depreciation, depletion, and amortization of oil and gas properties decreased $32,521 (32.1%) in 2003 as compared to 2002. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2003 and (ii) two significant wells being fully depleted in 2002 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 5.1% in 2003 from 10.6% in 2002. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003 and 2002. As a percentage of oil and gas sales,
these expenses decreased to 9.4% in 2003 from 13.1% in 2002. This percentage decrease was primarily due to the increase in oil and gas sales.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2004, 2003, and 2002. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.
2004 Compared to 2003 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2004 2003 % Change - ------ ------------------ ------------------ ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ---
II-A $37.89 $5.35 $27.97 $4.88 35% 10% II-B 38.97 5.10 29.33 4.69 33% 9% II-C 38.92 5.05 29.48 4.54 32% 11% II-D 38.36 5.08 28.65 4.45 34% 14% II-E 37.88 5.13 29.32 4.68 29% 10% II-F 36.43 4.78 28.40 4.37 28% 9% II-G 36.43 4.80 28.40 4.38 28% 10% II-H 36.44 4.82 28.40 4.38 28% 10%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2004 2003 % Change - ------ ------------------ ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
II-A 65,565 646,674 74,313 717,179 (12%) (10%) II-B 42,473 535,070 43,725 548,582 ( 3%) ( 2%) II-C 15,365 301,090 15,806 315,371 ( 3%) ( 5%) II-D 25,312 674,131 23,482 724,786 8% ( 7%) II-E 18,135 409,863 19,131 467,472 ( 5%) (12%) II-F 26,083 402,717 24,828 442,255 5% ( 9%) II-G 54,665 859,114 52,045 941,870 5% ( 9%) II-H 12,688 206,905 12,082 226,604 5% ( 9%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2004 2003 % Change ------ ----- ----- --------
II-A $8.88 $7.26 22% II-B 8.66 7.39 17% II-C 7.99 7.09 13% II-D 8.48 7.46 14% II-E 7.91 6.85 15% II-F 6.53 5.82 12% II-G 6.57 5.84 13% II-H 6.67 5.92 13%
2003 Compared to 2002 ---------------------
Average Sales Prices - --------------------------------------------------------------------------- P/ship 2003 2002 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ---
II-A $27.97 $4.88 $23.42 $2.78 19% 76% II-B 29.33 4.69 24.21 2.72 21% 72% II-C 29.48 4.54 24.59 2.71 20% 68% II-D 28.65 4.45 23.24 2.67 23% 67% II-E 29.32 4.68 24.19 2.84 21% 65% II-F 28.40 4.37 23.78 2.74 19% 59% II-G 28.40 4.38 23.77 2.74 19% 60% II-H 28.40 4.38 23.77 2.75 19% 59%
Production Volumes - ----------------------------------------------------------------------------- P/ship 2003 2002 % Change - ------ ------------------- ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
II-A 74,313 717,179 64,016 821,485 16% (13%) II-B 43,725 548,582 40,616 598,159 8% ( 8%) II-C 15,806 315,371 14,351 343,662 10% ( 8%) II-D 23,482 724,786 31,350 795,913 (25%) ( 9%) II-E 19,131 467,472 23,426 488,328 (18%) ( 4%) II-F 24,828 442,255 27,894 451,358 (11%) ( 2%) II-G 52,045 941,870 58,467 959,663 (11%) ( 2%) II-H 12,082 226,604 13,577 229,923 (11%) ( 1%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2003 2002 % Change ------ ----- ----- --------
II-A $7.26 $7.55 ( 4%) II-B 7.39 7.28 2% II-C 7.09 6.03 18% II-D 7.46 5.40 38% II-E 6.85 5.04 36% II-F 5.82 4.09 42% II-G 5.84 4.12 42% II-H 5.92 4.19 41%
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 generally 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 2004 production levels for future years, the Partnerships proved reserve quantities at December 31, 2004 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
II-A 9.7 9.8 II-B 9.0 10.9 II-C 11.5 10.8 II-D 13.5 7.4 II-E 12.2 9.9 II-F 9.2 13.1 II-G 9.3 13.1 II-H 9.3 13.2
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, 2004 may cause an increase or decrease in the estimated life of said reserves. As discussed below, the Partnerships must terminate no later than December 31, 2011 (seven years from December 31, 2004).
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 2004, 2003, and 2002 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 2004 2003 2002 ----------- -------- -------- --------
II-A $ 93,122 $102,903 $137,449 II-B 53,458 24,971 14,939 II-C 11,074 24,478 9,993 II-D 16,239 153,431 116,640 II-E 30,342 24,348 198,005 II-F 79,459 41,415 93,456 II-G 174,306 93,448 197,745 II-H 43,819 24,574 46,750
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 2004, 2003, and 2002. The sales 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 sales of 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 sales of oil and gas properties during 2004, 2003, and 2002, were as follows:
Partnership 2004 2003 2002 ----------- ------- -------- ----------
II-A $26,393 $ 8,732 $ 348,092 II-B 32,405 1,968 32,406 II-C 13,888 739 122,540 II-D - 8,060 1,266,240 II-E 8,569 22,535 22,188 II-F 22,941 60,479 55,052 II-G 48,031 127,575 115,148 II-H 11,149 29,981 26,642
Over the years, as part of the normal course of business, some of the Partnerships' interests in wells have been sold, generally at oil and gas auctions. Given the generally favorable current environment for oil and gas dispositions, it is possible that the number of and value of properties considered for sale may increase. In the event of sales, any net proceeds are distributed as soon as possible after the disposition. Future production, costs, and cash flow will be reduced as properties are 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 generally replacing production through acquisitions of producing properties and extensive drilling.
The General Partner expects general and administrative expenses to increase substantially during 2005 and 2006 due to costs required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase will reduce cash available for distribution. The General Partner expects at least a portion of this anticipated increase in general and administrative expenses to continue in years beyond 2006.
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 second two-year extension thereby extending their termination date to December 31, 2005. As of the date of this Annual Report, the General Partner has not determined whether to further extend the term of any Partnership.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
The Partnerships do not have any contractual obligations of the type which are required by the SEC to be disclosed in this Annual Report under this heading.
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 8 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 price 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.
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). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership:
Increase Increase in (Decrease) in Capitalized Net Income for Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
II-A $292,000 $ 6,000 $286,000 II-B 212,000 4,000 208,000 II-C 68,000 100 68,000 II-D 181,000 ( 2,000) 183,000 II-E 98,000 3,000 95,000 II-F 101,000 5,000 96,000 II-G 218,000 10,000 208,000 II-H 54,000 3,000 51,000
The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the year ended December 31, 2004, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships recognized approximately $28,000, $8,000, $3,000, $10,000, $6,000, $5,000, $11,000, and $3,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties.
New Accounting Pronouncements
The Partnerships are not aware of any recently issued accounting pronouncements that would have an impact on the Partnerships' future results of operations and financial position.
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 2004. 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.
ITEM 9A.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of this period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods
specified in the Securities and Exchange Commission rules and forms.
ITEM 9B.
ITEM 9B. OTHER INFORMATION
The General Partner is not aware of any information required to be reported on Form 8-K during the fourth quarter of 2004 but which was not so reported.
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 53 President and Director
Judy K. Fox 54 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 2004 of reports required under Section 16 of the Securities Exchange Act of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to maintain an audit committee. The board of directors of the General Partner serves as the audit committee. The board of directors of the General Partner consists of one person who is not an audit committee financial expert, as defined in the SEC regulations.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of its executive officers, including those persons who perform the functions of principal executive officer, principal financial officer, and principal accounting officer. The Partnerships will provide, free of charge, a copy of this Code of Ethics to any person upon receipt of a written request mailed to Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West 2nd Street, Tulsa, OK 74103. Such request must include the address to which the Code of Ethics should be mailed.
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 2004, 2003, and 2002, 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 2004 2003 2002 ----------- -------- -------- --------
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 2004, 2003, and 2002:
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 the date of filing this Annual Report 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 146,454 (30.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 146,454 (30.2%)
II-B Partnership: - ---------------- Samson Resources Company 101,232 (28.0%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 101,232 (28.0%)
II-C Partnership: - ---------------- Samson Resources Company 53,195 (34.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 53,195 (34.4%)
II-D Partnership: - ---------------- Samson Resources Company 94,643 (30.1%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 94,643 (30.1%)
II-E Partnership: - ---------------- Samson Resources Company 74,088 (32.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 74,088 (32.4%)
II-F Partnership: - ---------------- Samson Resources Company 47,209 (27.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 47,209 (27.5%)
II-G Partnership: - ---------------- Samson Resources Company 80,457 (21.6%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 80,457 (21.6%)
II-H Partnership: - ---------------- Samson Resources Company 28,378 (30.9%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 28,378 (30.9%)
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.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2004 and 2003, each Partnership incurred the following audit fees:
2004 2003 ------- ------- Year-end audit per engagement letter $21,560 $19,250 1st quarter 10-Q review 825 750 2nd quarter 10-Q review 825 750 3rd quarter 10-Q review 825 750
Audit-Related Fees
During 2004 and 2003 the Partnerships did not pay any audit-related fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
Tax Fees
During 2004 and 2003 the Partnerships did not pay any tax compliance, tax advice, or tax planning fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
All Other Fees
During 2004 and 2003 the Partnerships did not pay any other fees of the type required by the SEC to be disclosed in this Annual Report under this heading.
Audit Approval
The Partnerships do not have audit committee pre-approval policies and procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X. The Partnerships did not receive any services of the type described in Items 9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees paid by Affiliates
The Partnerships' accountants received compensation from other limited partnerships managed by the General Partner and from other entities affiliated with the General Partner. This compensation is for audit services, tax related services, and other accounting-related services. The General Partner does not believe this arrangement creates a conflict of interest or impairs the auditors' independence.
PART IV.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(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, 2004 and 2003 and for each of the three years in the period ended December 31, 2004 are filed as part of this report:
Report of Independent Registered Public Accounting Firm 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 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.7 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.
4.8 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.
4.9 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.
4.10 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership filed as Exhibit 4.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.11 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.
4.12 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.
4.13 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.
4.14 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.
4.15 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.
4.16 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.17 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.
4.18 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.
4.19 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.
4.20 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.21 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.
4.22 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.
4.23 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.
4.24 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.
4.25 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.
4.26 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.27 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.
4.28 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.
4.29 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.
4.30 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.31 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.
4.32 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.
4.33 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.
4.34 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.
4.35 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.
4.36 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.37 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.
4.38 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.
4.39 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.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.41 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.
4.42 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.
4.43 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.
4.44 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.
4.45 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.
4.46 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.
4.47 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.48 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.
4.49 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.
4.50 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.
4.51 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.51 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.52 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.
4.53 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.
4.54 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.
4.55 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.
4.56 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.
4.57 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.
4.58 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.
4.59 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.60 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.
4.61 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.
4.62 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.62 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.63 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.
4.64 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.
4.65 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.
4.66 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.
4.67 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.
4.68 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.
4.69 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.
4.70 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference..
4.71 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.
4.72 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.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November 14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.73 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.74 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.
4.75 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.
4.76 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.
4.77 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.
4.78 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.
4.79 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.
4.80 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.
4.81 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.82 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.
4.83 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.
4.84 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.84 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 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 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
10.25 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.26 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.
10.27 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.
10.28 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.
10.29 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.
10.30 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.31 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.
10.32 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.
10.33 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.
10.34 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.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-G filed
as Exhibit 10.35 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.36 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.
10.37 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.
10.38 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.
10.39 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.
10.40 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 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.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant` to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
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 30, 2005
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 30, 2005 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 30, 2005 ------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox ------------------- Secretary March 30, 2005 Judy K. Fox
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------
2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,557,473 $1,428,609 Accounts receivable: Oil and gas sales 1,004,704 761,616 --------- --------- Total current assets $2,562,177 $2,190,225
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,226,122 2,232,731
DEFERRED CHARGE 625,308 650,100 --------- --------- $5,413,607 $5,073,056 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 273,971 $ 264,588 Accrued liability - other (Note 1) 26,672 26,672 Gas imbalance payable 108,636 91,463 Asset retirement obligation - current (Note 1) 34,994 9,874 --------- --------- Total current liabilities $ 444,273 $ 392,597
LONG-TERM LIABILITIES: Accrued liability $ 179,306 $ 207,595 Asset retirement obligation (Note 1) 358,676 268,040 --------- ---------- Total long-term liabilities $ 537,982 $ 475,635
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 201,586) ($ 232,071) Limited Partners, issued and outstanding, 484,283 Units 4,632,938 4,436,895 --------- --------- Total Partners' capital $4,431,352 $4,204,824 --------- --------- $5,413,607 $5,073,056 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ---------- REVENUES: Oil and gas sales $5,941,698 $5,580,423 $3,781,863 Interest income 10,049 7,152 5,181 Gain on sale of oil and gas properties 27,282 9,595 193,272 Other income 328 - - --------- --------- --------- $5,979,357 $5,597,170 $3,980,316
COSTS AND EXPENSES: Lease operating $1,213,209 $1,091,063 $1,302,070 Production tax 326,791 316,696 214,538 Depreciation, depletion, and amortization of oil and gas properties 216,390 211,157 261,452 General and administrative 556,269 561,271 557,151 --------- --------- --------- $2,312,659 $2,180,187 $2,335,211 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,666,698 $3,416,983 $1,645,105
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 5,849 - --------- --------- --------- NET INCOME $3,666,698 $3,422,832 $1,645,105 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 382,655 $ 360,046 $ 187,523 ========= ========= =========
LIMITED PARTNERS - NET INCOME $3,284,043 $3,062,786 $1,457,582 ========= ========= =========
NET INCOME per Unit $ 6.78 $ 6.32 $ 3.01 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 3,062,786 360,046 3,422,832 Cash distributions ( 2,437,000) ( 350,333) ( 2,787,333) --------- ------- ---------
Balance, Dec. 31, 2003 $4,436,895 ($232,071) $4,204,824 Net income 3,284,043 382,655 3,666,698 Cash distributions ( 3,088,000) ( 352,170) ( 3,440,170) --------- ------- ---------
Balance, Dec. 31, 2004 $4,632,938 ($201,586) $4,431,352 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ -----------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,666,698 $3,422,832 $1,645,105 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 5,849) - Depreciation, depletion, and amortization of oil and gas properties 216,390 211,157 261,452 Gain on sale of oil and gas properties ( 27,282) ( 9,595) 193,272) Settlement of asset retirement obligation ( 14) - - Increase in accounts receivable-oil and gas sales ( 243,088) ( 103,117) 262,242) Decrease in deferred charge 24,792 6,189 39,334 Increase in accounts payable 24,563 7,993 102,867 Decrease in accrued liability - other - - 47,128) Increase (decrease) in gas imbalance payable 17,173 ( 3,805) 1,031) Decrease in accrued liability ( 28,289) ( 9,727) 26,005) --------- --------- --------- Net cash provided by operating activities $3,650,943 $3,516,078 $1,519,080 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 81,909) ($ 102,903) $ 137,449) Proceeds from sale of oil and gas properties - 8,732 348,092 --------- --------- --------- Net cash provided (used) by investing activities ($ 81,909) ($ 94,171) $ 210,643 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,440,170) ($2,787,333) $1,350,155) --------- --------- --------- Net cash used by financing activities ($3,440,170) ($2,787,333) $1,350,155) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 128,864 $ 634,574 $ 379,568
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,428,609 794,035 414,467 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,557,473 $1,428,609 $ 794,035 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------
2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,079,057 $ 933,790 Accounts receivable: Oil and gas sales 750,466 546,637 --------- --------- Total current assets $1,829,523 $1,480,427
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,590,243 1,683,184
DEFERRED CHARGE 252,768 238,135 --------- --------- $3,672,534 $3,401,746 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 202,172 $ 154,705 Gas imbalance payable 39,527 47,276 Asset retirement obligation - current (Note 1) 17,122 13,046 --------- --------- Total current liabilities $ 258,821 $ 215,027
LONG-TERM LIABILITIES: Accrued liability $ 42,599 $ 48,773 Asset retirement obligation (Note 1) 193,076 189,095 --------- --------- Total long-term liabilities $ 235,675 $ 237,868
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 232,828) ($ 254,807) Limited Partners, issued and outstanding, 361,719 Units 3,410,866 3,203,658 --------- --------- Total Partners' capital $3,178,038 $2,948,851 --------- --------- $3,672,534 $3,401,746 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ---------- REVENUES: Oil and gas sales $4,385,735 $3,857,240 $2,612,932 Interest income 6,980 4,467 2,609 Gain on sale of oil and gas properties 32,405 2,469 20,525 Other income 1,353 - - --------- --------- --------- $4,426,473 $3,864,176 $2,636,066
COSTS AND EXPENSES: Lease operating $ 886,104 $ 760,713 $ 877,252 Production tax 254,136 237,599 144,712 Depreciation, depletion, and amortization of oil and gas properties 154,459 154,363 218,988 General and administrative 421,360 424,644 421,068 --------- --------- --------- $1,716,059 $1,577,319 $1,662,020 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,710,414 $2,286,857 $ 974,046
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 4,347 - --------- --------- ---------
NET INCOME $2,710,414 $2,291,204 $ 974,046 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 281,206 $ 242,175 $ 116,853 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,429,208 $2,049,029 $ 857,193 ========= ========= ========= NET INCOME per Unit $ 6.72 $ 5.66 $ 2.37 ========= ========= ========= 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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 2,049,029 242,175 2,291,204 Cash distributions ( 1,672,000) ( 232,196) ( 1,904,196) --------- ------- ---------
Balance, Dec. 31, 2003 $3,203,658 ($254,807) $2,948,851 Net income 2,429,208 281,206 2,710,414 Cash distributions ( 2,222,000) ( 259,227) ( 2,481,227) --------- ------- ---------
Balance, Dec. 31, 2004 $3,410,866 ($232,828) $3,178,038 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,710,414 $2,291,204 $ 974,046 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 4,347) - Depreciation, depletion, and amortization of oil and gas properties 154,459 154,363 218,988 Gain on sale of oil and gas properties ( 32,405) ( 2,469) ( 20,525) Settlement of asset retirement obligation ( 3) - - Increase in accounts receivable ( 203,829) ( 65,635) ( 157,886) (Increase) decrease in deferred charge ( 14,633) 7,376 ( 30,757) Increase in accounts payable 68,305 6,715 21,328 Decrease in gas imbalance payable ( 7,749) ( 376) ( 408) Increase (decrease) in accrued liability ( 6,174) ( 3,909) 5,246 --------- --------- --------- Net cash provided by operating activities $2,668,385 $2,382,922 $1,010,032 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 41,891) ($ 24,971) ($ 14,939) Proceeds from sale of oil and gas properties - 1,968 32,406 --------- --------- --------- Net cash provided (used) by investing activities ($ 41,891) ($ 23,003) $ 17,467 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,481,227) ($1,904,196) ($ 811,585) --------- --------- ---------
Net cash used by financing activities ($2,481,227) ($1,904,196) ($ 811,585) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 145,267 $ 455,723 $ 215,914
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 933,790 478,067 262,153 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,079,057 $ 933,790 $ 478,067 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------ 2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 506,061 $ 467,560 Accounts receivable: Oil and gas sales 365,499 267,786 --------- --------- Total current assets $ 871,560 $ 735,346
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 729,670 786,821
DEFERRED CHARGE 121,531 123,244 --------- --------- $1,722,761 $1,645,411 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 77,395 $ 69,889 Gas imbalance payable 22,040 25,952 Asset retirement obligation - current (Note 1) 10,892 8,575 --------- --------- Total current liabilities $ 110,327 $ 104,416
LONG-TERM LIABILITIES: Accrued liability $ 34,323 $ 35,434 Asset retirement obligation (Note 1) 62,682 62,598 --------- --------- Total long-term liabilities $ 97,005 $ 98,032
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 96,672) ($ 106,418) Limited Partners, issued and outstanding, 154,621 Units 1,612,101 1,549,381 --------- --------- Total Partners' capital $1,515,429 $1,442,963 --------- --------- $1,722,761 $1,645,411 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,119,207 $1,898,285 $1,284,421 Interest income 3,246 2,153 1,447 Gain on sale of oil and gas properties 13,888 768 120,063 Other income 201 - - --------- --------- --------- $2,136,542 $1,901,206 $1,405,931
COSTS AND EXPENSES: Lease operating $ 386,170 $ 356,027 $ 352,902 Production tax 137,840 128,606 79,166 Depreciation, depletion, and amortization of oil and gas properties 70,771 83,672 89,534 General and administrative 193,431 193,823 191,168 --------- --------- --------- $ 788,212 $ 762,128 $ 712,770 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,348,330 $1,139,078 $ 693,161
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 74 - --------- --------- ---------
NET INCOME $1,348,330 $1,139,152 $ 693,161 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 139,610 $ 121,224 $ 77,229 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,208,720 $1,017,928 $ 615,932 ========= ========= =========
NET INCOME per Unit $ 7.82 $ 6.58 $ 3.98 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,017,928 121,224 1,139,152 Cash distributions ( 839,000) ( 128,811) ( 967,811) --------- ------- ---------
Balance, Dec. 31, 2003 $1,549,381 ($106,418) $1,442,963 Net income 1,208,720 139,610 1,348,330 Cash distributions ( 1,146,000) ( 129,864) ( 1,275,864) --------- ------- ---------
Balance, Dec. 31, 2004 $1,612,101 ($ 96,672) $1,515,429 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,348,330 $1,139,152 $693,161 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 74) - Depreciation, depletion, and amortization of oil and gas properties 70,771 83,672 89,534 Gain on sale of oil and gas properties ( 13,888) ( 768) ( 120,063) Settlement of asset retirement obligation ( 145) ( 91) - Increase in accounts receivable - oil and gas sales ( 97,713) ( 31,445) ( 98,389) (Increase) decrease in deferred charge 1,713 6,833 ( 1,250) Increase in accounts payable 17,570 6,177 12,762 Decrease in gas imbalance payable ( 3,912) ( 732) ( 3,192) Increase (decrease) in accrued liability ( 1,111) 5,619 338 --------- --------- ------- Net cash provided by operating activities $1,321,615 $1,208,343 $572,901 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,250) ($ 24,478) ($ 9,993) Proceeds from sale of oil and gas properties - 739 122,540 --------- --------- ------- Net cash provided (used) by investing activities ($ 7,250) ($ 23,739) $112,547 --------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,275,864) ($ 967,811) ($549,882) --------- --------- ------- Net cash used by financing activities ($1,275,864) ($ 967,811) ($549,882) --------- --------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 38,501 $ 216,793 $135,566
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 467,560 250,767 115,201 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 506,061 $ 467,560 $250,767 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------ 2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 967,251 $ 908,655 Accounts receivable: Oil and gas sales 754,092 559,179 --------- --------- Total current assets $1,721,343 $1,467,834
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,385,376 1,539,915
DEFERRED CHARGE 345,329 352,392 --------- --------- $3,452,048 $3,360,141 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 157,313 $ 167,028 Gas imbalance payable 22,596 43,698 Asset retirement obligation - current (Note 1) 25,732 17,137 --------- --------- Total current liabilities $ 205,641 $ 227,863
LONG-TERM LIABILITIES: Accrued liability $ 109,349 $ 98,630 Asset retirement obligation (Note 1) 161,328 168,853 --------- --------- Total long-term liabilities $ 270,677 $ 267,483
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 174,338) ($ 190,287) Limited Partners, issued and outstanding, 314,878 Units 3,150,068 3,055,082 --------- --------- Total Partners' capital $2,975,730 $2,864,795 --------- --------- $3,452,048 $3,360,141 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ------------ ---------- REVENUES: Oil and gas sales $4,396,651 $3,898,950 $2,856,941 Interest income 6,614 4,000 3,321 Gain on sale of oil and gas properties - 8,060 1,256,405 --------- --------- --------- $4,403,265 $3,911,010 $4,116,667
COSTS AND EXPENSES: Lease operating $ 883,402 $ 822,321 $ 713,308 Production tax 283,524 253,430 172,939 Depreciation, depletion, and amortization of oil and gas properties 173,296 281,034 185,671 General and administrative 369,797 372,496 369,062 --------- --------- --------- $1,710,019 $1,729,281 $1,440,980 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,693,246 $2,181,729 $2,675,687
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 2,344) - --------- --------- ---------
NET INCOME $2,693,246 $2,179,385 $2,675,687 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 284,260 $ 243,043 $ 283,947 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,408,986 $1,936,342 $2,391,740 ========= ========= =========
NET INCOME per Unit $ 7.65 $ 6.15 $ 7.60 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,936,342 243,043 2,179,385 Cash distributions ( 1,577,000) ( 357,286) ( 1,934,286) --------- ------- ---------
Balance, Dec. 31, 2003 $3,055,082 ($190,287) $2,864,795 Net income 2,408,986 284,260 2,693,246 Cash distributions ( 2,314,000) ( 268,311) ( 2,582,311) --------- ------- ---------
Balance, Dec. 31, 2004 $3,150,068 ($174,338) $2,975,730 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,693,246 $2,179,385 $2,675,687 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 2,344 - Depreciation, depletion, and amortization of oil and gas properties 173,296 281,034 185,671 Gain on sale of oil and gas properties - ( 8,060) ( 1,256,405) Settlement of asset retirement obligation ( 1,448) ( 1,044) - Increase in accounts receivable - oil and gas sales ( 194,913) ( 46,600) ( 196,669) Decrease in deferred charge 7,063 6,307 11,713 Increase (decrease) in accounts payable ( 10,632) 10,303 72,004 Decrease in payable to General Partner - - ( 65,905) Increase (decrease) in gas imbalance payable ( 21,102) 1,330 ( 12,730) Increase (decrease) in accrued liability 10,719 2,136 ( 16,006) --------- --------- --------- Net cash provided by operating activities $2,656,229 $2,427,135 $1,397,360 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 15,322) ($ 153,431) ($ 116,640) Proceeds from sale of oil and gas properties - 8,060 1,266,240 --------- --------- --------- Net cash provided (used) by investing activities ($ 15,322) ($ 145,371) $1,149,600 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,582,311) ($1,934,286) ($2,156,299) --------- --------- --------- Net cash used by financing activities ($2,582,311) ($1,934,286) ($2,156,299) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 58,596 $ 347,478 $ 390,661
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 908,655 561,177 170,516 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 967,251 $ 908,655 $ 561,177 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------ 2004 2003 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 680,844 $ 638,668 Accounts receivable: Oil and gas sales 453,868 363,426 --------- --------- Total current assets $1,134,712 $1,002,094
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,246,328 1,412,445
DEFERRED CHARGE 208,295 207,890 --------- --------- $2,589,335 $2,622,429 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 180,564 $ 82,154 Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 24,458 2,397 --------- --------- Total current liabilities $ 248,446 $ 127,975
LONG-TERM LIABILITIES: Accrued liability $ 10,668 $ 8,153 Asset retirement obligation(Note 1) 77,986 95,923 --------- --------- Total long-term liabilities $ 88,654 $ 104,076
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 132,096) ($ 129,173) Limited Partners, issued and outstanding, 228,821 Units 2,384,331 2,519,551 --------- --------- Total Partners' capital $2,252,235 $2,390,378 --------- --------- $2,589,335 $2,622,429 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ----------
REVENUES: Oil and gas sales $2,788,915 $2,747,176 $1,954,057 Interest income 4,783 3,318 2,159 Gain on sale of oil and gas properties 9,419 21,407 20,605 Other income 1,920 - - --------- --------- --------- $2,805,037 $2,771,901 $1,976,821
COSTS AND EXPENSES: Lease operating $ 494,357 $ 470,669 $ 381,344 Production tax 189,382 194,259 146,924 Depreciation, depletion, and amortization of oil and gas properties 201,433 137,213 162,691 General and administrative 276,031 278,935 278,094 --------- --------- --------- $1,161,203 $1,081,076 $ 969,053 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,643,834 $1,690,825 $1,007,768
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 3,090 - --------- --------- ---------
NET INCOME $1,643,834 $1,693,915 $1,007,768 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 181,054 $ 181,131 $ 115,203 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,462,780 $1,512,784 $ 892,565 ========= ========= =========
NET INCOME per Unit $ 6.39 $ 6.61 $ 3.90 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,512,784 181,131 1,693,915 Cash distributions ( 1,374,000) ( 178,440) ( 1,552,440) --------- ------- ---------
Balance, Dec. 31, 2003 $2,519,551 ($129,173) $2,390,378 Net income 1,462,780 181,054 1,643,834 Cash distributions ( 1,598,000) ( 183,977) ( 1,781,977) --------- ------- ---------
Balance, Dec. 31, 2004 $2,384,331 ($132,096) $2,252,235 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,643,834 $1,693,915 $1,007,768 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 3,090) - Depreciation, depletion, and amortization of oil and gas properties 201,433 137,213 162,691 Gain on sale of oil and gas properties ( 9,419) ( 21,407) ( 20,605) Increase in accounts receivable - oil and gas sales ( 90,442) ( 439) ( 118,622) (Increase) decrease in deferred charge ( 405) 1,407 ( 2,743) Increase (decrease) in accounts payable 93,274 ( 3,590) 29,742 Decrease in payable to General Partner - - ( 115,045) Increase (decrease) in gas imbalance payable - ( 19) 15,408 Increase (decrease) in accrued liability 2,515 889 ( 19,080) --------- --------- --------- Net cash provided by operating activities $1,840,790 $1,804,879 $ 939,514 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 25,206) ($ 24,348) ($ 198,005) Proceeds from sale of oil and gas properties 8,569 22,535 22,188 --------- --------- --------- Net cash used by investing activities ($ 16,637) ($ 1,813) ($ 175,817) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,781,977) ($1,552,440) ($ 617,687) --------- --------- --------- Net cash used by financing activities ($1,781,977) ($1,552,440) ($ 617,687) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 42,176 $ 250,626 $ 146,010
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 638,668 388,042 242,032 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 680,844 $ 638,668 $ 388,042 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------
2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 657,406 $ 604,369 Accounts receivable: Oil and gas sales 457,333 354,719 --------- --------- Total current assets $1,114,739 $ 959,088
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,187,019 1,318,881
DEFERRED CHARGE 35,102 32,899 --------- --------- $2,336,860 $2,310,868 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 235,395 $ 66,133 Gas imbalance payable 3,392 3,555 Asset retirement obligation - current (Note 1) 6,987 4,566 --------- --------- Total current liabilities $ 245,774 $ 74,254
LONG-TERM LIABILITIES: Accrued liability $ 20,227 $ 16,945 Asset retirement obligation (Note 1) 95,331 93,600 --------- --------- Total long-term liabilities $ 115,558 $ 110,545
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 98,202) ($ 91,417) Limited Partners, issued and outstanding, 171,400 Units 2,073,730 2,217,486 --------- --------- Total Partners' capital $1,975,528 $2,126,069 --------- --------- $2,336,860 $2,310,868 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,876,134 $2,639,281 $1,900,007 Interest income 4,458 3,228 2,747 Gain on sale of oil and gas properties 24,162 58,644 50,440 Other income 4,694 - - --------- --------- --------- $2,909,448 $2,701,153 $1,953,194
COSTS AND EXPENSES: Lease operating $ 425,498 $ 407,571 $ 304,156 Production tax 183,457 165,636 117,830 Depreciation, depletion, and amortization of oil and gas properties 216,694 135,340 201,371 General and administrative 211,681 213,797 213,218 --------- --------- --------- $1,037,330 $ 922,344 $ 836,575 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHARGE $1,872,118 $1,778,809 $1,116,619
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 4,938 - --------- --------- ---------
NET INCOME $1,872,118 $1,783,747 $1,116,619 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 203,874 $ 189,788 $ 129,511 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,668,244 $1,593,959 $ 987,108 ========= ========= =========
NET INCOME per Unit $ 9.73 $ 9.30 $ 5.76 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,593,959 189,788 1,783,747 Cash distributions ( 1,532,000) ( 185,679) ( 1,717,679) --------- ------- ---------
Balance, Dec. 31, 2003 $2,217,486 ($ 91,417) $2,126,069 Net income 1,668,244 203,874 1,872,118 Cash distributions ( 1,812,000) ( 210,659) ( 2,022,659) --------- ------- ---------
Balance, Dec. 31, 2004 $2,073,730 ($ 98,202) $1,975,528 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,872,118 $1,783,747 $1,116,619 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 4,938) - Depreciation, depletion, and amortization of oil and gas properties 216,694 135,340 201,371 Gain on sale of oil and gas properties ( 24,162) ( 58,644) ( 50,440) Increase in accounts receivable - oil and gas sales ( 102,614) ( 2,378) ( 123,270) (Increase) decrease in deferred charge ( 2,203) 3,875 1,414 Increase (decrease) in accounts payable 157,363 ( 5,607) 22,078 Decrease in gas imbalance payable ( 163) ( 3,146) ( 1,252) Increase in accrued liability 3,282 1,502 1,568 --------- --------- --------- Net cash provided by operating activities $2,120,315 $1,849,751 $1,168,088 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 67,560) ($ 41,415) ($ 93,456) Proceeds from sale of oil and gas properties 22,941 60,479 55,052 --------- --------- --------- Net cash provided (used) by investing activities ($ 44,619) $ 19,064 ($ 38,404) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,022,659) ($1,717,679) ($ 955,189) --------- --------- --------- Net cash used by financing activities ($2,022,659) ($1,717,679) ($ 955,189) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 53,037 $ 151,136 $ 174,495
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 604,369 453,233 278,738 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 657,406 $ 604,369 $ 453,233 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------
2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,401,928 $1,284,869 Accounts receivable: Oil and gas sales 972,620 752,979 --------- --------- Total current assets $2,374,548 $2,037,848
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,554,683 2,841,346
DEFERRED CHARGE 75,307 71,238 --------- --------- $5,004,538 $4,950,432 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 498,893 $ 139,590 Gas imbalance payable 11,846 10,091 Asset retirement obligation - current (Note 1) 15,421 10,082 --------- --------- Total current liabilities $ 526,160 $ 159,763
LONG-TERM LIABILITIES: Accrued liability $ 35,560 $ 31,668 Asset retirement obligation (Note 1) 203,216 199,686 --------- --------- Total long-term liabilities $ 238,776 $ 231,354
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 101,669) ($ 87,509) Limited Partners, issued and outstanding, 372,189 Units 4,341,271 4,646,824 --------- --------- Total Partners' capital $4,239,602 $4,559,315 --------- --------- $5,004,538 $4,950,432 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- ---------- REVENUES: Oil and gas sales $6,116,875 $5,605,691 $4,023,806 Interest income 9,689 6,983 6,171 Gain on sale of oil and gas properties 50,598 123,707 105,409 Other income 9,816 - - --------- --------- --------- $6,186,978 $5,736,381 $4,135,386
COSTS AND EXPENSES: Lease operating $ 908,097 $ 867,617 $ 649,734 Production tax 392,707 353,554 250,469 Depreciation, depletion, and amortization of oil and gas properties 472,405 290,209 431,655 General and administrative 432,673 437,597 436,126 --------- --------- --------- $2,205,882 $1,948,977 $1,767,984 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,981,096 $3,787,404 $2,367,402
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 10,247 - --------- --------- ---------
NET INCOME $3,981,096 $3,797,651 $2,367,402 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 434,649 $ 404,263 $ 274,972 ========= ========= =========
LIMITED PARTNERS - NET INCOME $3,546,447 $3,393,388 $2,092,430 ========= ========= =========
NET INCOME per Unit $ 9.53 $ 9.12 $ 5.62 ========= ========= =========
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 3,393,388 404,263 3,797,651 Cash distributions ( 3,248,000) ( 394,567) ( 3,642,567) --------- ------- ---------
Balance, Dec. 31, 2003 $4,646,824 ($ 87,509) $4,559,315 Net income 3,546,447 434,649 3,981,096 Cash distributions ( 3,852,000) ( 448,809) ( 4,300,809) --------- ------- ---------
Balance, Dec. 31, 2004 $4,341,271 ($101,669) $4,239,602 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,981,096 $3,797,651 $2,367,402 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 10,247) - Depreciation, depletion, and amortization of oil and gas properties 472,405 290,209 431,655 Gain on sale of oil and gas properties ( 50,598) ( 123,707) ( 105,409) Increase in accounts receivable - oil and gas sales ( 219,641) ( 7,450) ( 260,848) (Increase) decrease in deferred charge ( 4,069) 7,898 4,600 Increase (decrease) in accounts payable 333,390 ( 14,303) 48,031 Increase (decrease) in gas imbalance payable 1,755 ( 6,816) ( 357) Increase (decrease) in accrued liability 3,892 593 ( 745) --------- --------- --------- Net cash provided by operating activities $4,518,230 $3,933,828 $2,484,329 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 148,393) ($ 93,448) ($ 197,745) Proceeds from sale of oil and gas properties 48,031 127,575 115,148 --------- --------- --------- Net cash provided (used) by investing activities ($ 100,362) $ 34,127 ($ 82,597) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,300,809) ($3,642,567) ($2,067,971) --------- --------- --------- Net cash used by financing activities ($4,300,809) ($3,642,567) ($2,067,971) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 117,059 $ 325,388 $ 333,761
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,284,869 959,481 625,720 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,401,928 $1,284,869 $ 959,481 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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, 2004 and 2003, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2004, 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 the standards of the Public Company Accounting Oversight Board (United States). Those standards 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.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 30, 2005
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 2004 and 2003
ASSETS ------
2004 2003 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 329,148 $ 305,096 Accounts receivable: Oil and gas sales 232,187 179,434 --------- --------- Total current assets $ 561,335 $ 484,530
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 605,801 673,170
DEFERRED CHARGE 19,734 18,580 --------- --------- $1,186,870 $1,176,280 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 118,306 $ 34,033 Asset retirement obligation - current (Note 1) 3,884 2,522 --------- --------- Total current liabilities $ 122,190 $ 36,555
LONG-TERM LIABILITIES: Accrued liability $ 11,907 $ 10,035 Asset retirement obligation (Note 1) 49,677 48,857 --------- --------- Total long-term liabilities $ 61,584 $ 58,892
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 54,377) ($ 51,046) Limited Partners, issued and outstanding, 91,711 Units 1,057,473 1,131,879 --------- --------- Total Partners' capital $1,003,096 $1,080,833 --------- --------- $1,186,870 $1,176,280 ========= =========
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, 2004, 2003, and 2002
2004 2003 2002 ---------- ---------- -------- REVENUES: Oil and gas sales $1,460,050 $1,335,792 $954,336 Interest income 2,181 1,545 1,304 Gain on sale of oil and gas properties 11,749 29,085 24,403 Other income 2,270 - - --------- --------- ------- $1,476,250 $1,366,422 $980,043
COSTS AND EXPENSES: Lease operating $ 219,811 $ 210,552 $157,453 Production tax 94,648 84,803 59,851 Depreciation, depletion, and amortization of oil and gas properties 113,970 68,778 101,299 General and administrative 123,960 124,953 124,730 --------- --------- ------- $ 552,389 $ 489,086 $443,333 --------- --------- -------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 923,861 $ 877,336 $536,710
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - 2,536 - --------- --------- ------- NET INCOME $ 923,861 $ 879,872 $536,710 ========= ========= =======
GENERAL PARTNER - NET INCOME $ 101,267 $ 93,794 $ 62,658 ========= ========= =======
LIMITED PARTNERS - NET INCOME $ 822,594 $ 786,078 $474,052 ========= ========= =======
NET INCOME per Unit $ 8.97 $ 8.57 $ 5.17 ========= ========= =======
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, 2004, 2003, and 2002
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2001 $1,021,749 ($ 65,089) $ 956,660 Net income 474,052 62,658 536,710 Cash distributions ( 405,000) ( 51,116) ( 456,116) --------- ------- ---------
Balance, Dec. 31, 2002 $1,090,801 ($ 53,547) $1,037,254 Net income 786,078 93,794 879,872 Cash distributions ( 745,000) ( 91,293) ( 836,293) --------- ------- ---------
Balance, Dec. 31, 2003 $1,131,879 ($ 51,046) $1,080,833 Net income 822,594 101,267 923,861 Cash distributions ( 897,000) ( 104,598) ( 1,001,598) --------- ------- ---------
Balance, Dec. 31, 2004 $1,057,473 ($ 54,377) $1,003,096 ========= ======= =========
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, 2004, 2003, and 2002
2004 2003 2002 ------------ ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 923,861 $879,872 $536,710 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 2,536) - Depreciation, depletion, and amortization of oil and gas properties 113,970 68,778 101,299 Gain on sale of oil and gas properties ( 11,749) ( 29,085) ( 24,403) Increase in accounts receivable - oil and gas sales ( 52,753) ( 2,895) ( 61,777) (Increase) decrease in deferred charge ( 1,154) 2,057 ( 701) Increase (decrease) in accounts payable 77,834 ( 3,238) 11,798 Decrease in gas imbalance payable - ( 3,596) ( 670) Increase in accrued liability 1,872 1,956 1,649 --------- ------- ------- Net cash provided by operating activities $1,051,881 $911,313 $563,905 --------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 37,380) ($ 24,574) ($ 46,750) Proceeds from sale of oil and gas properties 11,149 29,981 26,642 --------- ------- ------- Net cash provided (used) by investing activities ($ 26,231) $ 5,407 ($ 20,108) --------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($1,001,598) ($836,293) ($456,116) --------- ------- ------- Net cash used by financing activities ($1,001,598) ($836,293) ($456,116) --------- ------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 24,052 $ 80,427 $ 87,681
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 305,096 224,669 136,988 --------- ------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 329,148 $305,096 $224,669 ========= ======= =======
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, 2004, 2003, and 2002
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 second two-year extension thereby extending their termination date to December 31, 2005.
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, 2004:
Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 144,678 29.87% II-B 100,355 27.74% II-C 52,785 34.14% II-D 94,543 30.03% II-E 73,934 32.31% II-F 46,958 27.40% II-G 80,156 21.54% II-H 28,276 30.83%
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. 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.
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, which include accretion of the asset retirement obligation, per equivalent barrel of oil produced during the years ended December 31, 2004, 2003, and 2002, were as follows:
Partnership 2004 2003 2002 ----------- ----- ----- -----
II-A $1.25 $1.09 $1.30 II-B 1.17 1.14 1.56 II-C 1.08 1.22 1.25 II-D 1.26 1.95 1.13 II-E 2.33 1.41 1.55 II-F 2.32 1.37 1.95 II-G 2.39 1.39 1.98 II-H 2.42 1.38 1.95
When complete units of depreciable property are retired or sold, the asset cost, related accumulated depreciation, and remaining asset retirement obligation, 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, 2004.
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, 2004 and 2003, 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:
2004 2003 ---------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 547,267 $625,308 568,965 $650,100 II-B 220,054 252,768 215,981 238,135 II-C 169,216 121,531 171,601 123,244 II-D 447,143 345,329 456,289 352,392 II-E 324,938 208,295 325,222 207,890 II-F 62,433 35,102 58,864 32,899 II-G 134,837 75,307 127,552 71,238 II-H 33,149 19,734 32,180 18,580
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2004 and 2003 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. A decision is expected in 2005.
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, 2004 and 2003, 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:
2004 2003 -------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 156,928 $179,306 181,687 $207,595 II-B 39,928 42,599 45,715 48,773 II-C 47,790 34,323 49,337 35,434 II-D 141,589 109,349 127,710 98,630 II-E 16,801 10,668 12,839 8,153 II-F 29,564 20,227 27,144 16,945 II-G 60,048 35,560 56,426 31,668 II-H 16,145 11,907 14,992 10,035
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 for which the Partnerships are currently settling this liability. At December 31, 2004 and 2003 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2004 2003 ----------------- ----------------- Partnership Mcf Amount Mcf Amount ----------- ------ ------- ------ -------
II-A 72,424 $108,636 60,975 $91,463 II-B 26,351 39,527 31,517 47,276 II-C 14,693 22,040 17,301 25,952 II-D 15,064 22,596 29,132 43,698 II-E 28,949 43,424 28,949 43,424 II-F 2,261 3,392 2,370 3,555 II-G 7,897 11,846 6,727 10,091 II-H - - - -
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, asset retirement obligations, 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.
Asset Retirement Obligation
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 requires the fair value of a liability for an asset retirement obligation to be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made, and that the associated asset retirement costs be capitalized as part of the carrying amount of the long-lived asset. The Partnerships own interests in oil and gas properties which require expenditures to plug and abandon the wells when reserves in the wells are depleted. On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership:
Increase Increase in (Decrease) in Capitalized Net Income for Cost of Oil the Change in Asset and Gas Accounting Retirement Partnership Properties Principle Obligation - ----------- ------------ -------------- ----------
II-A $292,000 $ 6,000 $286,000 II-B 212,000 4,000 208,000 II-C 68,000 100 68,000 II-D 181,000 ( 2,000) 183,000 II-E 98,000 3,000 95,000 II-F 101,000 5,000 96,000 II-G 218,000 10,000 208,000 II-H 54,000 3,000 51,000
The asset retirement obligation is adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the year ended December 31, 2004, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships recognized approximately $28,000, $8,000, $3,000, $10,000, $6,000, $5,000, $11,000 and $3,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties.
The components of the change in asset retirement obligations for the year ended December 31, 2004 and 2003 are as shown below.
II-A Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $277,914 $286,238 Additions and revisions 105,125 - Settlement and disposals ( 418) ( 17,686) Accretion expense 11,049 9,362 ------- ------- Total Asset Retirement Obligation, December 31 $393,670 $277,914 ======= ======= Asset Retirement Obligation - Current $ 34,994 $ 9,874 Asset Retirement Obligation - Long-Term 358,676 268,040
II-B Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $202,141 $208,259 Additions and revisions - ( 12,817) Settlement and disposals ( 51) - Accretion expense 8,108 6,699 ------- ------- Total Asset Retirement Obligation, December 31 $210,198 $202,141 ======= ======= Asset Retirement Obligation - Current $ 17,122 $ 13,046 Asset Retirement Obligation - Long-Term 193,076 189,095
II-C Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $ 71,173 $ 68,318 Additions and revisions - 386 Settlement and disposals ( 691) ( 243) Accretion expense 3,092 2,712 ------- ------- Total Asset Retirement Obligation, December 31 $ 73,574 $ 71,173 ======= ======= Asset Retirement Obligation - Current $ 10,892 $ 8,575 Asset Retirement Obligation - Long-Term 62,682 62,598
II-D Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $185,990 $182,622 Additions and revisions - 446 Settlement and disposals ( 6,957) ( 2,546) Accretion expense 8,027 5,468 ------- ------- Total Asset Retirement Obligation, December 31 $187,060 $185,990 ======= ======= Asset Retirement Obligation - Current $ 25,732 $ 17,137 Asset Retirement Obligation - Long-Term 161,328 168,853
II-E Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $ 98,320 $ 95,050 Additions and revisions 14 120 Settlement and disposals ( 132) ( 959) Accretion expense 4,242 4,109 ------- ------- Total Asset Retirement Obligation, December 31 $102,444 $ 98,320 ======= ======= Asset Retirement Obligation - Current $ 24,458 $ 2,397 Asset Retirement Obligation - Long-Term 77,986 95,923
II-F Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $ 98,166 $ 96,226 Additions and revisions 36 208 Settlement and disposals ( 322) ( 3,546) Accretion expense 4,438 5,278 ------- ------- Total Asset Retirement Obligation, December 31 $102,318 $ 98,166 ======= ======= Asset Retirement Obligation - Current $ 6,987 $ 4,566 Asset Retirement Obligation - Long-Term 95,331 93,600
II-G Partnership ----------------
2004 2003 ---------- ----------
Total Asset Retirement Obligation, January 1 $209,768 $207,505 Additions and revisions 76 510 Settlement and disposals ( 673) ( 7,625) Accretion expense 9,466 9,378 ------- ------- Total Asset Retirement Obligation, December 31 $218,637 $209,768 ======= ======= Asset Retirement Obligation - Current $ 15,421 $ 10,082 Asset Retirement Obligation - Long-Term 203,216 199,686
II-H Partnership ----------------
2004 2003 --------- ----------
Total Asset Retirement Obligation, January 1 $51,379 $50,790 Additions and revisions 17 148 Settlement and disposals ( 156) ( 1,855) Accretion expense 2,321 2,296 ------- ------ Total Asset Retirement Obligation, December 31 $53,561 $51,379 ====== ====== Asset Retirement Obligation - Current $ 3,884 $ 2,522 Asset Retirement Obligation - Long-Term 49,677 48,857
Had FAS No. 143 been adopted at January 1, 2002 the amount of the asset retirement obligation at that date and at December 31, 2002 would not have been materially different from the amount recorded at January 1, 2003. If this accounting policy had been in effect on January 1, 2002, the proforma impact for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships during the years ended December 31, 2002 would have been an increase in depreciation, depletion, and amortization expense of approximately $12,000, $8,000, $3,000, $9,000, $6,000, $6,000, $13,000, and $3,000, respectively.
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, 2004, 2003, and 2002:
Partnership 2004 2003 2002 ----------- -------- -------- --------
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.
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, 2004, 2003 and 2002:
Partnership Purchaser Percentage - ----------- ------------------------ ------------------------ 2004 2003 2002 ----- ----- ----- II-A Cinergy Marketing Company ("Cinergy") 16.1% 16.5% - BP America Production Co. 14.8% 14.6% 14.2% Duke Energy Field Services ("Duke") 12.3% 15.0% 10.9% El Paso Energy Marketing Company ("El Paso") - - 27.7%
II-B Cinergy 24.1% 26.0% - Citation Oil & Gas Corp. ("Citation") 13.1% 12.5% - Duke - 14.0% - El Paso - - 33.1%
II-C Cinergy 22.3% 23.5% - Citation 11.6% 10.8% - Duke - 12.8% - El Paso - - 30.7%
II-D Cinergy 17.0% 15.2% - Whiting Petroleum Corp. 11.8% - 12.2% Vintage Petroleum, Inc. 10.3% 11.3% - El Paso - - 21.6%
II-E Cinergy 25.1% 23.6% - Duke - 10.6% - El Paso - - 29.4%
II-F Duke 14.7% - - Cinergy 12.3% 13.6% - Chevron U.S.A., Inc. 10.0% - - El Paso - - 17.6%
II-G Duke 14.9% - - Cinergy 12.2% 13.4% - El Paso - - 17.5%
II-H Duke 15.1% - - Cinergy 11.9% 13.2% - El Paso - - 17.4%
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, 2004 and 2003 were as follows:
II-A Partnership ---------------
2004 2003 ------------- -------------
Proved properties $29,432,867 $29,401,928
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 27,206,745) ( 27,169,197) ---------- ---------- Net oil and gas Properties $ 2,226,122 $ 2,232,731 ========== ==========
II-B Partnership ---------------
2004 2003 ------------- -------------
Proved properties $20,343,327 $20,514,746
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 18,753,084) ( 18,831,562) ---------- ---------- Net oil and gas Properties $ 1,590,243 $ 1,683,184 ========== ==========
II-C Partnership ----------------
2004 2003 ------------- -------------
Proved properties $ 8,603,091 $ 8,689,349
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 7,873,421) ( 7,902,528) ---------- ---------- Net oil and gas Properties $ 729,670 $ 786,821 ========== ==========
II-D Partnership ----------------
2004 2003 ------------- -------------
Proved properties $13,807,425 $13,818,593
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,422,049) ( 12,278,678) ---------- ---------- Net oil and gas Properties $ 1,385,376 $ 1,539,915 ========== ==========
II-E Partnership ----------------
2004 2003 ------------- -------------
Proved properties $13,153,722 $13,162,328
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 11,907,394) ( 11,749,883) ---------- ---------- Net oil and gas Properties $ 1,246,328 $ 1,412,445 ========== ==========
II-F Partnership ----------------
2004 2003 ------------- -------------
Proved properties $10,559,040 $10,575,705
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 9,372,021) ( 9,256,824) ---------- ---------- Net oil and gas Properties $ 1,187,019 $ 1,318,881 ========== ==========
II-G Partnership ----------------
2004 2003 ------------- -------------
Proved properties $22,613,534 $22,640,005
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 20,058,851) ( 19,798,659) ---------- ---------- Net oil and gas Properties $ 2,554,683 $ 2,841,346 ========== ==========
II-H Partnership ----------------
2004 2003 ------------- -------------
Proved properties $ 5,422,323 $ 5,424,824
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 4,816,522) ( 4,751,654) ---------- ---------- Net oil and gas Properties $ 605,801 $ 673,170 ========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2004, 2003, and 2002. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2004, 2003, and 2002, were as follows:
Partnership 2004 2003(1) 2002 ----------- -------- -------- --------
II-A $ 93,122 $102,903 $137,449 II-B 53,458 24,971 14,939 II-C 11,074 24,478 9,993 II-D 16,239 153,431 116,640 II-E 30,342 24,348 198,005 II-F 79,459 41,415 93,456 II-G 174,306 93,448 197,745 II-H 43,819 24,574 46,750
- ----------
(1) Excludes the estimated asset retirement costs for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $174,000, $125,000, $39,000, $106,000, $61,000, $58,000, $125,000, and $30,000, respectively, recorded as part of the FAS No. 143 implementation.
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, 2004, 2003, and 2002, 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, 2001 373,529 5,870,258 Production ( 64,016) ( 821,485) Sale 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 Production ( 74,313) ( 717,179) Sale of minerals in place ( 3,193) ( 12,518) Extensions and discoveries 14,463 19,843 Revision of previous estimates 123,530 1,495,095 ------- ---------
Proved reserves, Dec. 31, 2003 578,339 6,602,791 Production ( 65,565) ( 646,674) Extensions and discoveries 24,761 27,944 Revision of previous estimates 103,350 292,754 ------- ---------
Proved reserves, Dec. 31, 2004 640,885 6,276,815 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 517,852 5,817,550 ======= ========= December 31, 2003 578,339 6,602,791 ======= ========= December 31, 2004 640,885 6,276,815 ======= =========
II-B Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 284,386 4,283,056 Production ( 40,616) ( 598,159) Sale of minerals in place ( 3,132) - Revision of previous estimates 118,986 758,648 ------- ---------
Proved reserves, Dec. 31, 2002 359,624 4,443,545 Production ( 43,725) ( 548,582) Sale of minerals in place ( 1,073) - Revision of previous estimates 135,560 1,136,134 ------- ---------
Proved reserves, Dec. 31, 2003 450,386 5,031,097 Production ( 42,473) ( 535,070) Extensions and discoveries 62 7,138 Revision of previous estimates 56,873 316,845 ------- ---------
Proved reserves, Dec. 31, 2004 464,848 4,820,010 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 359,624 4,443,545 ======= ========= December 31, 2003 450,386 5,031,097 ======= ========= December 31, 2004 464,848 4,820,010 ======= =========
II-C Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 95,478 3,251,837 Production ( 14,351) ( 343,662) Sale 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 Production ( 15,806) ( 315,371) Sale of minerals in place - ( 326) Revision of previous estimates 53,740 666,561 ------- ---------
Proved reserves, Dec. 31, 2003 166,878 3,471,332 Production ( 15,365) ( 301,090) Extensions and discoveries 46 3,685 Revision of previous estimates 14,202 279,351 ------- ---------
Proved reserves, Dec. 31, 2004 165,761 3,453,278 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 128,944 3,120,468 ======= ========= December 31, 2003 166,878 3,471,332 ======= ========= December 31, 2004 165,761 3,453,278 ======= =========
II-D Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 192,838 9,391,858 Production ( 31,350) ( 795,913) Sale 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 Production ( 23,482) ( 724,786) Sale of minerals in place - ( 3,434) Revision of previous estimates 42,251 1,599,398 ------- ---------
Proved reserves, Dec. 31, 2003 205,493 8,820,151 Production ( 25,312) ( 674,131) Extensions and discoveries 22 720 Revision of previous estimates 7,112 945,649 ------- ---------
Proved reserves, Dec. 31, 2004 187,315 9,092,389 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 186,724 7,948,973 ======= ========= December 31, 2003 205,493 8,820,151 ======= ========= December 31, 2004 187,315 9,092,389 ======= =========
II-E Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 146,528 3,643,582 Production ( 23,426) ( 488,328) Sale 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 Production ( 19,131) ( 467,472) Sale of minerals in place ( 1,055) ( 19,430) Extensions and discoveries 1,301 4,400 Revision of previous estimates 31,447 1,283,438 ------- ---------
Proved reserves, Dec. 31, 2003 185,726 4,993,342 Production ( 18,135) ( 409,863) Extensions and discoveries 2,525 4,046 Revision of previous estimates 10,086 397,213 ------- ---------
Proved reserves, Dec. 31, 2004 180,202 4,984,738 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 173,164 4,192,406 ======= ========= December 31, 2003 185,726 4,993,342 ======= ========= December 31, 2004 180,202 4,984,738 ======= =========
II-F Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 218,525 3,008,911 Production ( 27,894) ( 451,358) Sale 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 Production ( 24,828) ( 442,255) Sale of minerals in place ( 2,571) ( 48,081) Extensions and discoveries 4,306 4,018 Revision of previous estimates 87,190 1,329,431 ------- ---------
Proved reserves, Dec. 31, 2003 294,371 3,805,394 Production ( 26,083) ( 402,717) Sale of minerals in place ( 63) - Extensions and discoveries 6,173 9,846 Revision of previous estimates 67,338 300,347 ------- ---------
Proved reserves, Dec. 31, 2004 341,736 3,712,870 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 230,274 2,962,281 ======= ========= December 31, 2003 294,371 3,805,394 ======= ========= December 31, 2004 341,736 3,712,870 ======= =========
II-G Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 459,154 6,439,996 Production ( 58,467) ( 959,663) Sale 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 Production ( 52,045) ( 941,870) Sale of minerals in place ( 5,382) ( 100,643) Extensions and discoveries 7,050 20,444 Revision of previous estimates 184,556 2,832,630 ------- ---------
Proved reserves, Dec. 31, 2003 618,052 8,180,541 Production ( 54,665) ( 859,114) Sale of minerals in place ( 134) - Extensions and discoveries 12,909 21,136 Revision of previous estimates 140,299 618,003 ------- ---------
Proved reserves, Dec. 31, 2004 716,461 7,960,566 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 483,873 6,369,980 ======= ========= December 31, 2003 618,052 8,180,541 ======= ========= December 31, 2004 716,461 7,960,566 ======= =========
II-H Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2001 107,290 1,555,333 Production ( 13,577) ( 229,923) Sale 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 Production ( 12,082) ( 226,604) Sale of minerals in place ( 1,246) ( 23,321) Extensions and discoveries 1,522 3,284 Revision of previous estimates 42,790 682,941 ------- ---------
Proved reserves, Dec. 31, 2003 144,069 1,990,234 Production ( 12,688) ( 206,905) Sale of minerals in place ( 35) - Extensions and discoveries 2,986 4,879 Revision of previous estimates 32,591 140,638 ------- ---------
Proved reserves, Dec. 31, 2004 166,923 1,928,846 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 113,085 1,553,934 ======= ========= December 31, 2003 144,069 1,990,234 ======= ========= December 31, 2004 166,923 1,928,846 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2004 and 2003 are as follows:
II-A Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,330,325 $1,513,624 $1,507,023 $1,628,385 Gross Profit (1) 974,380 1,139,309 1,175,603 1,150,065 Net Income 784,336 940,245 994,988 947,129 Limited Partners' Net Income Per Unit 1.45 1.74 1.84 1.75
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,476,502 $1,572,825 $1,311,663 $1,236,180 Gross Profit (1) 1,102,997 1,248,004 973,719 864,691 Net Income 905,124 1,059,385 770,667 687,656 Limited Partners' Net Income 1.67 1.96 1.42 1.27 Per Unit
- ----------------------- (1) Total revenues less oil and gas production expenses.
II-B Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $ 968,286 $1,112,016 $1,118,405 $1,227,766 Gross Profit (1) 703,386 834,837 871,003 877,007 Net Income 562,085 680,170 730,236 737,923 Limited Partners' Net Income Per Unit 1.39 1.68 1.81 1.84
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,024,409 $1,015,707 $ 930,773 $ 893,287 Gross Profit (1) 780,583 768,700 683,017 633,564 Net Income 634,041 612,802 529,405 514,956 Limited Partners' Net Income Per Unit 1.57 1.51 1.31 1.27
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-C Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $481,411 $537,086 $526,299 $591,746 Gross Profit (1) 351,488 411,304 420,351 429,389 Net Income 282,631 333,463 360,835 371,401 Limited Partners' Net Income Per Unit 1.63 1.93 2.10 2.16
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $523,711 $512,759 $433,856 $430,880 Gross Profit (1) 406,828 387,348 315,423 306,974 Net Income 329,308 314,704 248,009 247,131 Limited Partners' Net Income Per Unit 1.90 1.82 1.43 1.43
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-D Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,071,700 $1,038,622 $1,092,769 $1,200,174 Gross Profit (1) 805,362 746,534 860,414 824,029 Net Income 641,864 584,245 737,874 729,263 Limited Partners' Net Income Per Unit 1.82 1.65 2.10 2.08
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,043,560 $1,003,165 $ 939,761 $ 924,524 Gross Profit (1) 811,604 728,911 670,307 624,437 Net Income 629,705 564,528 522,651 462,501 Limited Partners' Net Income Per Unit 1.78 1.59 1.48 1.30
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-E Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $701,885 $727,353 $710,550 $665,249 Gross Profit (1) 541,968 577,164 551,557 450,609 Net Income 323,071 457,048 446,272 417,443 Limited Partners' Net Income Per Unit 1.21 1.79 1.74 1.65
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $753,393 $774,911 $658,485 $585,112 Gross Profit (1) 565,150 632,834 503,658 405,331 Net Income 458,506 535,125 391,582 308,702 Limited Partners' Net Income Per Unit 1.79 2.10 1.52 1.20
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-F Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $784,599 $707,252 $762,301 $655,296 Gross Profit (1) 646,346 603,600 591,663 458,884 Net Income 559,564 518,704 441,127 352,723 Limited Partners' Net Income Per Unit 2.92 2.72 2.27 1.82
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $741,486 $730,316 $596,691 $632,660 Gross Profit (1) 571,525 587,682 494,650 474,089 Net Income 475,624 503,534 402,746 401,843 Limited Partners' Net Income Per Unit 2.48 2.63 2.09 2.10
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-G Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,665,827 $1,506,539 $1,615,646 $1,398,966 Gross Profit (1) 1,370,530 1,281,783 1,252,104 981,757 Net Income 1,189,236 1,116,030 916,328 759,502 Limited Partners' Net Income Per Unit 2.86 2.70 2.16 1.81
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $1,570,502 $1,558,395 $1,264,715 $1,342,769 Gross Profit (1) 1,209,012 1,253,705 1,045,415 1,007,078 Net Income 1,014,829 1,083,059 846,611 853,152 Limited Partners' Net Income Per Unit 2.44 2.60 2.03 2.05
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-H Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $397,157 $362,080 $383,442 $333,571 Gross Profit (1) 326,107 306,765 296,487 232,432 Net Income 277,323 254,998 214,826 176,714 Limited Partners' Net Income Per Unit 2.71 2.50 2.05 1.71
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ----------- ----------- ----------- -----------
Total Revenues $371,375 $374,157 $300,141 $320,749 Gross Profit (1) 285,184 301,004 246,821 238,058 Net Income 230,253 252,471 197,686 199,462 Limited Partners' Net Income Per Unit 2.24 2.47 1.92 1.94
- ---------------------- (1) Total revenues less oil and gas production expenses.
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 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.7 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.
4.8 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.
4.9 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.
4.10 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership filed as Exhibit 4.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.11 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.
4.12 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.
4.13 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.
4.14 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.
4.15 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.
4.16 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.17 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.
4.18 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.
4.19 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.
4.20 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.21 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.
4.22 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.
4.23 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.
4.24 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.
4.25 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.
4.26 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.27 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.
4.28 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.
4.29 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.
4.30 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.31 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.
4.32 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.
4.33 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.
4.34 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.
4.35 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.
4.36 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.37 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.
4.38 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.
4.39 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.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.41 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.
4.42 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.
4.43 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.
4.44 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.
4.45 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.
4.36 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.
4.47 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.48 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.
4.49 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.
4.50 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.
4.51 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership III-E filed as Exhibit 4.51 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.52 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.
4.53 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.
4.54 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.
4.55 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.
4.56 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.
4.57 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.
4.58 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.
4.59 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.60 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.
4.61 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.
4.62 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.62 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.63 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.
4.64 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.
4.65 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.
4.66 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.
4.67 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.
4.68 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.
4.69 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.
4.70 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference..
4.71 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.
4.72 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.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November 14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.73 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.74 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.
4.75 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.
4.76 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.
4.77 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.
4.78 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.
4.79 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.
4.80 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.
4.81 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.82 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.
4.83 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.
4.84 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.84 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 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 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 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.
10.7 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.
10.8 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.
10.9 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.
10.10 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.11 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.
10.12 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.
10.13 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.
10.14 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.
10.15 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.16 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.
10.17 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.
10.18 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.
10.19 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.
10.20 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.21 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.
10.22 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.
10.23 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.
10.24 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.
10.25 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.26 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.
10.27 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.
10.28 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.
10.29 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.
10.30 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.31 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.
10.32 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.
10.33 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.
10.34 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.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.36 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.
10.37 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.
10.38 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.
10.39 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.
10.40 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 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.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
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*Filed herewith.