ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership I-D (the "I-D Partnership"), Geodyne Energy Income Limited Partnership I-E (the "I-E Partnership"), and Geodyne Energy Income Limited Partnership I-F (the "I-F Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of public investors as limited partners (the "Limited Partners") and Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner. The Partnerships commenced operations on the dates set forth below:
Date of Partnership Activation ----------- ------------------
I-D March 4, 1986 I-E September 10, 1986 I-F December 16, 1986
Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' production 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 ("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 Partnerships, and as the managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited partnerships, including the Partnerships. The General Partner is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 2005, Samson owned interests in approximately 18,000 oil and gas wells located in 18 states of the United States and the countries of Canada and Venezuela. At December 31, 2005, Samson operated approximately 5,700 oil and gas wells located in 14 states of the United States, as well as Canada and Venezuela.
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, 2006, Samson employed approximately 1,300 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, 1999. 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 the fourth two-year extension period to December 31, 2007. 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 each Partnership to incur borrowings, 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 global price of steel as well as increases in the prices for oil and gas supplies and services will further 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 and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations.
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, may increase 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, 2005:
Partnership Customer Percentage ----------- --------------------------------- ----------
I-D Chevron U.S.A., Inc. ("Chevron") 28.0% Duke Energy Field Services, Inc. ("Duke") 22.1% Enogex Services Corporation 12.9% Cinergy Marketing Company ("Cinergy") 12.0%
I-E Chevron 22.9% BP America Production Company ("BP") 12.6% Duke 12.2% Cinergy 12.2%
I-F Cinergy 16.4% Duke 12.7% BP 12.3% Chevron 11.8%
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. For example, 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 1A.
ITEM 1A. RISK FACTORS
The following factors, among others, could cause actual results to differ materially from those contained in forward-looking statements made in this report and presented elsewhere from time to time. Such factors, among others, may have a material adverse effect upon the Partnerships' business, financial condition, and results of operations.
The following discussion of risk factors should be read in conjunction with the combined financial statements and related notes included herein. Because of these and other factors, past financial performance should not be considered an indication of future performance.
Oil and Natural Gas Prices Fluctuate Due to a Number of ------------------------------------------------------- Uncontrollable Factors, and Any Decline Will Adversely ------------------------------------------------------ Affect the Partnerships' Financial Condition. ---------------------------------------------
The Partnerships' results of operations depend upon the prices they receive for their oil and natural gas. We sell most of the Partnerships' oil and natural gas liquids at current market prices rather than through fixed-price contracts. Historically, the markets for oil and natural gas have been volatile and are likely to remain so. The prices we receive depend upon factors beyond our control, including:
* political instability or armed conflict in oil-producing regions; * weather conditions; * the supply of domestic and foreign oil and natural gas; * the ability of members of OPEC to agree upon and maintain prices and production levels; * the level of consumer demand and overall economic activity; * worldwide economic demand; * the price and availability of alternative fuels; * domestic and foreign governmental regulations and taxes; * the proximity to and capacity of transportation facilities; and * the effect of worldwide energy conservation measures.
Government regulations, such as regulation of natural gas transportation and price controls, can affect product prices in the long term. These external factors and the volatile nature of the energy markets make it difficult to reliably estimate future prices of oil and natural gas.
Any decline in oil and natural gas prices adversely affects the Partnerships' financial condition. If the oil and gas industry experiences significant price declines, the Partnerships may not be able to maintain their current level of cash distributions. See "Item 1 - Business - Competition and Marketing" and "Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations".
Reserve Estimates Depend on Many Assumptions That May Turn ---------------------------------------------------------- Out to be Inaccurate. Any Material Inaccuracies in the ------------------------------------------------------- Partnerships' Reserve Estimates or Underlying Assumptions --------------------------------------------------------- Could Cause the Quantities and Net Present Value of Their --------------------------------------------------------- Reserves to be Overstated. --------------------------
Estimating quantities of proved oil and natural gas reserves is a complex process. It requires interpretations of available technical data and various assumptions, including assumptions relating to economic factors. Any significant inaccuracies in these interpretations or assumptions or changes of condition could cause the quantities and net present value of the Partnerships' reserves to be overstated.
To prepare estimates of economically recoverable oil and natural gas reserves and future net cash flows, we analyze many variable factors, such as historical production from the area compared with production rates from other producing areas. We also analyze available geological, geophysical, production and engineering data, and the extent, quality and reliability of this data can vary. The process also involves economic assumptions relating to commodity prices, production costs, severance and excise taxes, capital expenditures and workover and remedial costs. Actual results most likely will vary from our estimates. Any significant variance could reduce the estimated quantities and present value of reserves shown in this annual report.
You should not assume that the present value of future net cash flows from the Partnerships' proved reserves shown in this Annual Report is the current market value of their estimated oil and natural gas reserves. In accordance with Securities and Exchange Commission requirements, the Partnerships base the estimated discounted future net cash flows from their proved reserves on prices and costs on the date of the estimate. Actual current and future prices and costs may differ materially from those used in the earlier net present value estimate, and as a result, net present value estimates using current prices and costs may be significantly less than the earlier estimate which is provided in this annual report. See "Item 2 - Properties-Proved Reserves and Net Present Value".
Drilling Oil and Natural Gas Wells is a High-Risk Activity ---------------------------------------------------------- and Subjects Us to a Variety of Factors That We Cannot ------------------------------------------------------ Control. --------
Drilling oil and natural gas wells, including development wells, involves numerous risks, including the risk that the Partnerships may not encounter commercially productive oil and natural gas reservoirs. While the Partnerships do not expend a significant portion of their capital on drilling activities, to the extent they do drill wells this can be a significant risk factor to them. They may not recover all or any portion of their investment in new wells. The presence of unanticipated pressures or irregularities in formations, miscalculations or accidents may cause their drilling activities to be unsuccessful and result in a total loss of investment. Further, drilling operations may be curtailed, delayed or canceled as a result of a variety of factors, including:
* unexpected drilling conditions; * title problems; * restricted access to land for drilling or laying pipeline; * pressure or irregularities in formations; * equipment failure or accidents; * adverse weather conditions; and * costs of, or shortages or delays in the availability of, drilling rigs, tubular materials and equipment.
The Marketability of the Partnerships' Production is ---------------------------------------------------- Dependent upon Transportation and Processing Facilities Over ------------------------------------------------------------ Which We Have No Control. -------------------------
The marketability of the Partnerships' production depends in part upon the availability, proximity and capacity of pipelines, natural gas gathering systems and processing facilities. Any significant change in market factors affecting these infrastructure facilities could harm their business. The Partnerships deliver oil and natural gas through gathering systems and pipelines that they do not own. These facilities may be temporarily unavailable due to market conditions or mechanical reasons, or may not be available to us in the future.
Reliance on Third Party Operators ---------------------------------
A substantial portion of the Partnerships' properties are operated by third parties. The Partnerships have little, if any, control over the operational decisions and costs associated with these properties. In addition, the Partnerships are totally reliant on the third party operators' internal controls associated with the operator's accounting for revenues and expenses.
No Market for Units -------------------
The Partnerships' Units are not listed on any exchange or national market system, and there is no established public trading market for the Units. You may only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii) transfers facilitated by secondary trading firms and matching services; and (iii) occasional "4.9% tender offers" which are made for the Units. Secondary market activity for the Units has been limited and varies among the Partnerships. See "Item 5 - Market for Units and Related Limited Partner Matters".
Limited Life ------------
The Partnerships are currently scheduled to terminate on December 31, 2007. Even if the General Partner exercises its right to extend the Partnerships' terms for one additional two-year period, the Partnerships will terminate no later than December 31, 2009. Upon termination the Partnerships' assets will be sold. There is no assurance that the market for the sale of the Partnerships' assets will be favorable at such time.
The Partnerships are Subject to Complex Federal, State and ---------------------------------------------------------- Local Laws and Regulations that Could Adversely Affect Their ------------------------------------------------------------ Business ---------
Extensive federal, state and local regulation of the oil and gas industry significantly affects the Partnerships' operations. In particular, they are subject to stringent environmental regulations. These regulations increase the costs of planning, designing, drilling, installing, operating and abandoning oil and natural gas wells and other related facilities. These regulations may become more demanding in the future. Matters subject to regulation include:
* discharge permits for drilling operations; * drilling bonds; * spacing of wells; * unitization and pooling of properties; * environmental protection; * reports concerning operations; and * taxation.
Under these laws and regulations, the Partnerships could be liable for:
* personal injuries; * property damage; * oil spills; * discharge of hazardous materials; * reclamation costs; * remediation and clean-up costs; and * other environmental damages.
While the Partnerships maintain insurance coverage customary for companies similar to their size and operations, losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. See "Item 1 - Business".
Conflicts of Interest ---------------------
Direct and indirect conflicts of interests exist among the Partnerships and among a Partnership and the General Partner and its affiliates. The General Partner and its affiliates engage in many aspects of the oil and gas business, including acting as a general partner of a number of affiliated oil and gas limited partnerships. The General Partner and its affiliates may engage in transactions with a Partnership, and Partnerships will frequently engage in transactions with other oil and gas limited partnerships. These conflicts could relate to the sale of oil and gas properties, the determination of the Partnerships' Repurchase Prices, and the determination of whether to continue the Partnerships past their scheduled termination date of December 31, 2007. See "Item 13 - Certain Relationships and Related Transactions".
Payments to the General Partner -------------------------------
The General Partner receives reimbursements for General and Administrative Expenses. The General Partner also receives a share of Partnership cash distributions. See "Item 11 - Executive Compensation" and "Item 8 - Financial Statements and Supplementary Data".
Financial Capability of General Partner ---------------------------------------
The General Partner has limited financial resources. Contingencies may arise which will require funding beyond its financial resources. Even if such financial resources are available, the General Partner is not required to lend money or to fund any financial obligations of the Partnerships.
Liability and Indemnification of General Partner and Related ------------------------------------------------------------ Parties -------
Although the General Partner generally will be liable for the obligations of the Partnerships, the Partnership Agreements provide that the claims of third parties will be initially satisfied from Partnership assets. The Partnership Agreements also provide, subject to certain conditions, that the Partnerships will reimburse (i.e. "indemnify") the General Partner and its affiliates for certain costs, claims and expenses.
ITEM 1B.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the Partnerships as of December 31, 2005.
Well Statistics(1) As of December 31, 2005
P/ship Number of Gross Wells(2) Number of Net Wells(3) - ------ ------------------------ ------------------------ Total Oil Gas Total Oil Gas ----- ----- ----- ----- ----- -----
I-D 544 418 126 3.59 .80 2.79 I-E 840 661 179 31.46 14.85 16.61 I-F 829 661 168 13.88 6.31 7.57
- ----------
(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, 2005, the Partnerships directly or indirectly participated in the drilling activities described below:
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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 following 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
I-D Partnership ---------------
Year Ended December 31, ----------------------------------------- 2005 2004 2003 ---------- -------- ---------- Production: Oil (Bbls) 3,575 3,470 3,764 Gas (Mcf) 144,538 147,339 180,252
Oil and gas sales: Oil $ 195,965 $139,002 $ 108,662 Gas 1,053,054 792,446 899,167 --------- ------- --------- Total $1,249,019 $931,448 $1,007,829 ========= ======= ========= Total direct operating expenses $ 217,884 $170,669 $ 184,641 ========= ======= =========
Direct operating expenses as a percentage of oil and gas sales 17.4% 18.3% 18.3%
Average sales price: Per barrel of oil $54.82 $40.06 $28.87 Per Mcf of gas 7.29 5.38 4.99
Direct operating expenses per equivalent Bbl of oil $7.88 $6.09 $5.46
Net Production Data
I-E Partnership ---------------
Year Ended December 31, -------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 39,629 44,611 53,377 Gas (Mcf) 784,104 816,326 981,953
Oil and gas sales: Oil $2,129,676 $1,675,443 $1,471,470 Gas 5,708,069 4,272,200 4,805,295 --------- --------- --------- Total $7,837,745 $5,947,643 $6,276,765 ========= ========= ========= Total direct operating expenses $1,600,838 $1,404,113 $1,410,871 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 20.4% 23.6% 22.5%
Average sales price: Per barrel of oil $53.74 $37.56 $27.57 Per Mcf of gas 7.28 5.23 4.89
Direct operating expenses per equivalent Bbl of oil $9.40 $7.77 $6.50
Net Production Data
I-F Partnership ---------------
Year Ended December 31, ------------------------------------------ 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 18,138 19,943 23,950 Gas (Mcf) 236,641 229,104 256,653
Oil and gas sales: Oil $ 968,207 $ 753,620 $ 665,464 Gas 1,733,865 1,255,805 1,303,202 --------- --------- --------- Total $2,702,072 $2,009,425 $1,968,666 ========= ========= ========= Total direct operating expenses $ 588,516 $ 575,214 $ 541,712 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 21.8% 28.6% 27.5%
Average sales price: Per barrel of oil $53.38 $37.79 $27.79 Per Mcf of gas 7.33 5.48 5.08
Direct operating expenses per equivalent Bbl of oil $10.22 $9.90 $8.12
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, 2005. 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, 2005. 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, 2005 ($61.06 per barrel and $10.08 per Mcf, respectively) were substantially higher than the prices in effect on December 31, 2004 ($43.36 per barrel and $6.02 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, 2005 to be higher than such estimates and values at December 31, 2004. 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, 2005. In fact, as of the date of this Annual Report, natural gas prices have declined significantly from the December 31, 2005 price. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2005 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, 2005(1)
I-D Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 1,559,316 Oil and liquids (Bbls) 71,529
Net present value (discounted at 10% per annum) $ 7,249,132
I-E Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 8,258,668 Oil and liquids (Bbls) 531,483
Net present value (discounted at 10% per annum) $41,189,324
I-F Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 2,453,345 Oil and liquids (Bbls) 250,616
Net present value (discounted at 10% per annum) $13,999,885 - ----------
(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, 2005:
Operated Wells -------------------------------------- Partnership Number Percent ----------- ------ -------
I-D 27 4% I-E 41 4% I-F 41 4%
The following table sets forth certain well and reserves information as of December 31, 2005 for each oil and gas basin which holds a significant portion of the value of the Partnerships' properties. The table contains the following information for each such basin: (i) the number of gross 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. The Permian Basin straddles west Texas and southeast New Mexico.
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
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 2005.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 1, 2006, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows:
Number of Number of Limited Partnership Units Partners ----------- --------- --------- I-D 7,195 578 I-E 41,839 2,196 I-F 14,321 674
Units were initially sold for a price of $1,000. 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 purpose of this Annual Report, a Unit represents an initial subscription of $1,000 to a Partnership.
Repurchase Offer Prices -----------------------
2004 2005 2006 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-D $222 $207 $273 $252 $232 $212 $343 $322 $293 I-E 197 182 249 226 204 183 303 281 253 I-F 200 187 221 202 182 162 302 280 251
The Partnership Agreements also provide for a right of presentment ("Right of Presentment") whereby the General Partner is required, upon request, to purchase up to 10% of a Partnership's outstanding Units at a price calculated pursuant to the terms of the Partnership Agreements and based on the liquidation value of the limited partnership interest, with a reduction for 70% of cash distributions that have been received prior to the transfer of the partnership interest. The following table sets forth the Right of Presentment price per Unit as of the periods indicated.
Right of Presentment Prices ---------------------------
2004 2005 2006 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-D $231 $221 $272 $257 $243 $229 $338 $324 $303 I-E 209 199 249 233 218 203 301 286 266 I-F 208 199 221 208 193 180 301 286 265
In addition to the repurchase offer and Right of Presentment described above, 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 2004 and 2005 and the first quarter of 2006:
Cash Distributions ------------------
----------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. ------ ------ ------ ------ ------
I-D $21.27 $14.46 $16.40 $21.54 I-E 20.36 14.75 18.98 22.37 I-F 16.06 13.41 15.22 19.34
2005 2006 ----------------------------------------- ------ 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. ------ ------ ------ ------ ------ ------
I-D $20.15 $19.88 $19.46 $20.29 $29.05 I-E 22.13 20.91 23.28 21.92 28.06 I-F 20.04 19.83 23.67 21.72 29.05
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 accuracy of third party payments and billings, 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 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 and the impact of weather-related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations.
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, may increase, 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, remain relatively constant, or decrease at an even greater rate over a given period. These factors include, but are not limited to:
* geophysical conditions which cause an acceleration of the decline in production, * 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, * prior period volume adjustments (either positive or negative) made by operators of the properties, * adjustments in ownership or rights to production in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout or due to gas balancing), and * 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, 2005 as compared to the year ended December 31, 2004 and for the year ended December 31, 2004 as compared to the year ended December 31, 2003.
I-D Partnership ---------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $318,000 (34.1%) in 2005 as compared to 2004. Of this increase $53,000 and $276,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $15,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 105 barrels, while volumes of gas sold decreased 2,801 Mcf in 2005 as compared to 2004.
The decrease in volumes of gas sold was primarily due to normal declines in production. This decrease was partially offset by (i) the successful completion of several new wells during late 2004 and early to mid 2005, (ii) positive prior period volume adjustments made by the operators on several wells during 2005, and (iii) the first receipt of revenues on one significant well during early 2005.
Average oil and gas prices increased to $54.82 per barrel and $7.29 per Mcf, respectively, in 2005 from $40.06 per barrel and $5.38 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $47,000 (27.7%) in 2005 as compared to 2004. 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 made on several wells during 2005, and (iii) workover expenses incurred on several other wells during 2005. As a
percentage of oil and gas sales, these expenses decreased to 17.4% in 2005 from 18.3% in 2004.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $8,000 (25.2%) in 2005 as compared to 2004. Of this increase (i) $10,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $8,000 was related to previously fully depleted wells, and (ii) $1,000 was due to accretion of these additional asset retirement obligations. This increase was also due to two significant wells being fully depleted during 2005 due to the lack of remaining reserves. These increases were partially offset by (i) several wells being fully depleted during 2004 due to the lack of remaining reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves since December 31, 2004. As a percentage of oil and gas sales, this expense decreased to 3.3% in 2005 from 3.6% in 2004.
General and administrative expenses increased $7,000 (6.6%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 9.1% in 2005 from 11.4% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $17,843,175 or 248.00% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales decreased $76,000 (7.6%) in 2004 as compared to 2003. Of this decrease $8,000 and $164,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $39,000 and $57,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 294 barrels and 32,913 Mcf, respectively, in 2004 as compared to 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during 2004 in order to perform a workover.
Average oil and gas prices increased to $40.06 per barrel and $5.38 per Mcf, respectively, in 2004 from $28.87 per barrel and $4.99 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $14,000 (7.6%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses remained constant at 18.3% in 2004 and 2003.
DD&A of oil and gas properties decreased $39,000 (54.1%) in 2004 as compared to 2003. This decrease was primarily due to (i) one significant well being fully depleted in 2003 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by several other wells being fully depleted in 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.6% in 2004 from 7.2% in 2003, primarily due to the dollar decrease in DD&A 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 increased to 11.4% in 2004 from 10.5% in 2003.
I-E Partnership ---------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $1,890,000 (31.8%) in 2005 as compared to 2004. Of this increase $641,000 and $1,605,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $187,000 and $169,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 4,982 barrels and 32,222 Mcf, respectively, in 2005 as compared to 2004.
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 2005. The decrease in volumes of gas sold was primarily due to normal declines in production. This decrease was partially offset by (i) an increase in production on several wells following the successful workover of those wells during mid 2004 and early 2005, (ii) the successful completion of several new wells during late 2004 and early to mid 2005, and (iii) positive prior period volume adjustments made by the operators on several other wells during 2005.
Average oil and gas prices increased to $53.74 per barrel and $7.28 per Mcf, respectively, in 2005 from $37.56 per barrel and $5.23 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $197,000 (14.0%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005, (ii) an increase in production taxes associated with the increase in oil
and gas sales, and (iii) positive prior period lease operating expense adjustments made on several other wells during 2005. These increases were partially offset by (i) a reversal during 2005 of $89,000 of a charge previously accrued for a judgment and (ii) workover expenses incurred on several wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 20.4% in 2005 from 23.6% in 2004. This percentage decrease was primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $174,000 (89.2%) in 2005 as compared to 2004. Of this increase (i) $162,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $128,000 was related to previously fully depleted wells, and (ii) $21,000 was due to accretion of these additional asset retirement obligations. This increase was also due to two significant wells being fully depleted during 2005 due to the lack of remaining reserves. These increases were partially offset by (i) several wells being fully depleted during 2004 due to the lack of remaining reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves since December 31, 2004. As a percentage of oil and gas sales, this expense increased to 4.7% in 2005 from 3.3% in 2004, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.5% in 2005 from 8.5% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $74,942,552 or 179.12% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales decreased $329,000 (5.2%) in 2004 as compared to 2003. Of this decrease $242,000 and $810,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of $446,000 and $277,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 8,766 barrels and 165,627 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) the shutting-in of one significant well during 2004 in order to perform a workover.
Average oil and gas prices increased to $37.56 per barrel and $5.23 per Mcf, respectively, in 2004 from $27.57 per barrel and $4.89 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant in 2004 and 2003. A decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold was substantially offset by (i) workover expenses incurred on several wells during 2004 and (ii) repair and maintenance expenses incurred on another significant well during 2004. As a percentage of oil and gas sales, these expenses increased to 23.6% in 2004 from 22.5% in 2003.
DD&A of oil and gas properties decreased $291,000 (59.8%) in 2004 as compared to 2003. This decrease was primarily due to (i) one significant well being fully depleted in 2003 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by several other wells being fully depleted in 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.3% in 2004 from 7.7% in 2003, primarily due to the dollar decrease in DD&A 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 increased to 8.5% in 2004 from 8.2% in 2003.
I-F Partnership ---------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 -------------------------------------
Total oil and gas sales increased $693,000 (34.5%) in 2005 as compared to 2004. Of this increase (i) $283,000 and $437,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $41,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $68,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 1,805 barrels, while volumes of gas sold increased 7,537 Mcf in 2005 as compared to 2004.
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 2005. The increase in volumes of gas sold was primarily
due to (i) an increase in production on two significant wells following the successful workover of those wells during mid 2004 and early 2005, (ii) the successful completion of several new wells during late 2004 and early to mid 2005, and (iii) positive prior period volume adjustments made by the operators on several wells during 2005. These increases were partially offset by normal declines in production.
Average oil and gas prices increased to $53.38 per barrel and $7.33 per Mcf, respectively, in 2005 from $37.79 per barrel and $5.48 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,000 (2.3%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on several wells during 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) positive prior period lease operating expense adjustments made on several other wells during 2005. These increases were partially offset by (i) a reversal during 2005 of $62,000 of a charge previously accrued for a judgment and (ii) workover expenses incurred on several wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 21.8% in 2005 from 28.6% in 2004. This percentage decrease was primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $115,000 (168.3%) in 2005 as compared to 2004. Of this increase (i) $95,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which $81,000 was related to previously fully depleted wells, and (ii) $11,000 was due to accretion of these additional asset retirement obligations. These increases were partially offset by upward revisions in the estimates of remaining oil and gas reserves since December 31, 2004. As a percentage of oil and gas sales, this expense increased to 6.8% in 2005 from 3.4% in 2004, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses increased $7,000 (3.5%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.2% in 2005 from 9.4% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $23,614,664 or 164.90% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 -------------------------------------
Total oil and gas sales increased $41,000 (2.1%) in 2004 as compared to 2003. Of this increase $200,000 and $92,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $111,000 and $140,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 4,007 barrels and 27,549 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) positive prior period volume adjustments made by the operators on several wells during 2003. The decrease in volumes of gas sold was primarily due to normal declines in production. This decrease was partially offset by a negative prior period volume adjustment made by the operator on one significant well during 2003.
Average oil and gas prices increased to $37.79 per barrel and $5.48 per Mcf, respectively, in 2004 from $27.79 per barrel and $5.08 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $34,000 (6.2%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on several wells during 2004 and (ii) repair and maintenance expenses incurred on another 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 a percentage of oil and gas sales, these expenses increased to 28.6% in 2004 from 27.5% in 2003.
DD&A of oil and gas properties decreased $13,000 (15.8%) in 2004 as compared to 2003. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) an increase in depletable oil and gas properties in 2003 primarily due to recompletion activities on one significant well. As a percentage of oil and gas sales, this expense decreased to 3.4% in 2004 from 4.1% in 2003, primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4% in 2004 from 9.6% in 2003.
Average Sales Prices, Production Volumes and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per barrel of oil equivalent (one barrel of oil or six Mcf of gas) for 2005, 2004, and 2003.
2005 Compared to 2004 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2005 2004 % Change - ------ ------------------ ------------------ --------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- -----
I-D $54.82 $7.29 $40.06 $5.38 37% 36% I-E 53.74 7.28 37.56 5.23 43% 39% I-F 53.38 7.33 37.79 5.48 41% 34%
Production Volumes - -------------------------------------------------------------------------- P/ship 2005 2004 % Change - -------- ------------------ ------------------ --------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
I-D 3,575 144,538 3,470 147,339 3% (2%) I-E 39,629 784,104 44,611 816,326 (11%) (4%) I-F 18,138 236,641 19,943 229,104 ( 9%) 3%
Average Production Costs per Barrel of Oil Equivalent -------------------------------------- P/ship 2005 2004 % Change ------ ------ ----- --------
I-D $ 7.88 $6.09 29% I-E 9.40 7.77 21% I-F 10.22 9.90 3%
2004 Compared to 2003 ---------------------
Average Sales Prices - --------------------------------------------------------------------------- P/ship 2004 2003 % Change - ------ ------------------ ------------------ ------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----
I-D $40.06 $5.38 $28.87 $4.99 39% 8% I-E 37.56 5.23 27.57 4.89 36% 7% I-F 37.79 5.48 27.79 5.08 36% 8%
Production Volumes - --------------------------------------------------------------------------- P/ship 2004 2003 % Change - -------- ------------------ ------------------ ------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
I-D 3,470 147,339 3,764 180,252 ( 8%) (18%) I-E 44,611 816,326 53,377 981,953 (16%) (17%) I-F 19,943 229,104 23,950 256,653 (17%) (11%)
Average Production Costs per Barrel of Oil Equivalent -------------------------------------- P/ship 2004 2003 % Change ------ ----- ----- --------
I-D $6.09 $5.46 12% I-E 7.77 6.50 20% I-F 9.90 8.12 22%
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 2005
production levels for future years, the Partnerships' proved reserve quantities at December 31, 2005 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
I-D 10.8 20.0 I-E 10.5 13.4 I-F 10.4 13.8
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, 2005 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, 2009, which is four years from December 31, 2005.
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 for any of the Partnerships in the future. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. During 2005, 2004, and 2003, 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 developmental activities, primarily well recompletion and developmental drilling:
Partnership 2005 2004 2003 ----------- -------- -------- --------
I-D $ 25,894 $ 22,991 $ 39,589 I-E 166,942 116,369 201,567 I-F 80,581 57,596 92,849
While these expenditures may 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 and 2003. No such sales occurred during 2005. The sale of the Partnerships' properties was made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties were 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 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003 ----------- ------ ------- -------
I-D $ - $ 3,715 $ 101 I-E - 17,915 27,972 I-F - 5,546 20,097
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 Partnerships will increase the number of properties to be sold. 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 2006 and 2007 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 2007.
Pursuant to the terms of the Partnership Agreements, the Partnerships would have terminated on December 31, 1999. 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 the fourth two-year extension period to December 31, 2007. 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 required to be disclosed 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 Partner's 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 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 rate used in calculating the Deferred Charge and Accrued Liability is the annual average production costs 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 this liability. 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' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well.
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. Inflationary pressure on drilling and operating costs have impacted the operating and drilling costs incurred by the Partnerships. This pressure is expected to continue to the extent commodity prices remain at their current levels. 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 2005 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 Geodyne ---------------- --- -------------------------------- Dennis R. Neill 54 President and Director
Judy K. Fox 55 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 knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 2005 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 consists of one person and therefore serves as its audit committee. There is not an audit committee financial expert, as defined in the SEC regulations, serving on the General Partner's board of directors.
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 Second 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 for 2005, 2004, and 2003, 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 amount charged to the Partnerships have not fluctuated every year due to expense limitations imposed by the Partnership Agreements.
Partnership 2005 2004 2003 ----------- -------- -------- -------- I-D $ 79,944 $ 79,944 $ 79,944 I-E 464,880 464,880 464,880 I-F 159,120 159,120 159,120
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 2005, 2004, and 2003:
[Remainder of Page Intentionally Left Blank]
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) - ------------------------------------ ------------------
I-D Partnership: - --------------- Samson Resources Company 2,204 (30.6%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 2,204 (30.6%)
I-E Partnership: - --------------- Samson Resources Company 12,026 (28.7%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 12,026 (28.7%)
I-F Partnership: - --------------- Samson Resources Company 4,864 (34.0%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 4,864 (34.0%)
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 Partnerships who provide services to the Partnerships 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 2005 and 2004, each Partnership paid the following audit fees:
2005 2004 ------- -------
Year-end audit per engagement letter $23,716 $21,560 1st quarter 10-Q review 925 825 2nd quarter 10-Q review 917 825 3rd quarter 10-Q review 917 825
Audit-Related Fees
During 2005 and 2004 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 2005 and 2004 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 2005 and 2004 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 related 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 I-D Geodyne Production Partnership I-D Geodyne Energy Income Limited Partnership I-E Geodyne Production Partnership I-E Geodyne Energy Income Limited Partnership I-F Geodyne Production Partnership I-F
as of December 31, 2005 and 2004 and for each of the three years in the period ended December 31, 2005 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 Amended and Restated Agreement and Certificate of Limited Partnership dated March 4, 1986 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited Partnership I-D dated March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.8 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 4.8 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.9 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D dated October 27, 2005.
4.10 Second Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.11 Third Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.12 Fourth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.13 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited
Partnership I-D dated November 18, 2003 filed as Exhibit 4.12 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.14 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D dated October 27, 2005.
4.15 Amended and Restated Agreement and Certificate of Limited Partnership dated September 10, 1986 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.16 Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated March 9, 1989 filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.17 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.18 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.19 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.20 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed
with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.21 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.22 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.23 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated October 27, 2005.
4.24 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.25 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.26 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.24 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.28 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated October 27, 2005.
4.29 Amended and Restated Agreement and Certificate of Limited Partnership dated December 17, 1986 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.30 Amended and Restated Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited Partnership I-F dated March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.32 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.33 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.34 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.35 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.36 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.32 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.37 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F dated October 27, 2005.
4.38 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.41 Fifth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.42 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F dated October 27, 2005.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.7 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-D dated October 27, 2005.
10.8 Amended and Restated Agreement of Partnership dated September 10, 1986 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.9 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy
Income Production Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.10 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.11 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.12 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.13 Fifth Amendment to Amended and Restated Agreement of Partnership Dated November 18, 2003 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.12 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.14 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-E dated October 27, 2005.
10.15 Amended and Restated Agreement of Partnership dated December 17, 1986 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.16 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.17 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy
Income Production Partnership I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.18 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.19 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.20 Fifth Amendment to Amended and Restated Agreement of Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.18 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.21 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-F dated October 27, 2005.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-E.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-F.
*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 I-D.
*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 I-E.
*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 I-F.
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 I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
By: GEODYNE RESOURCES, INC. General Partner
March 29, 2006
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 on the dates indicated.
By: //s//Dennis R. Neill President and March 29, 2006 -------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 29, 2006 -------------------- Officer (Principal Craig D. Loseke Financial and Accounting Officer)
//s//Judy K. Fox Secretary March 29, 2006 -------------------- 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 I-D GEODYNE PRODUCTION PARTNERSHIP I-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 I-D, an Oklahoma limited partnership, and Geodyne Production Partnership I-D, an Oklahoma general partnership, at December 31, 2005 and 2004, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, 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 the opinion expressed above.
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 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 311,844 $250,839 Accounts receivable: Oil and gas sales 310,780 153,570 --------- ------- Total current assets $ 622,624 $404,409
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 392,810 381,334
DEFERRED CHARGE 77,179 82,606 --------- ------- $1,092,613 $868,349 ========= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 33,313 $ 25,242 Gas imbalance payable 32,967 34,587 Asset retirement obligation - current (Note 1) 1,556 2,453 --------- ------- Total current liabilities $ 67,836 $ 62,282
LONG-TERM LIABILITIES: Accrued liability $ 25,062 $ 30,433 Asset retirement obligation (Note 1) 56,812 28,648 --------- ------- Total long-term liabilities $ 81,874 $ 59,081
PARTNERS' CAPITAL (DEFICIT): General Partner $ 6,023 ($ 20,255) Limited Partners, issued and outstanding, 7,195 Units 936,880 767,241 --------- ------- Total Partners' capital $ 942,903 $746,986 --------- ------- $1,092,613 $868,349 ========= =======
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- -------- ---------- REVENUES: Oil and gas sales $1,249,019 $931,448 $1,007,829 Interest income 4,988 1,602 1,283 Gain on sale of oil and gas properties - 2,798 - --------- ------- --------- $1,254,007 $935,848 $1,009,112 COSTS AND EXPENSES: Lease operating $ 136,449 $106,712 $ 115,533 Production tax 81,435 63,957 69,108 Depreciation, depletion, and amortization of oil and gas properties 41,721 33,315 72,583 General and administrative 113,541 106,529 105,819 --------- ------- --------- $ 373,146 $310,513 $ 363,043 --------- ------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 880,861 $625,335 $ 646,069
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 1,099 --------- ------- --------- NET INCOME $ 880,861 $625,335 $ 647,168 ========= ======= =========
GENERAL PARTNER - NET INCOME $ 137,222 $ 97,832 $ 106,891 ========= ======= =========
LIMITED PARTNERS - NET INCOME $ 743,639 $527,503 $ 540,277 ========= ======= =========
NET INCOME per Unit $ 103.35 $ 73.32 $ 75.09 ========= ======= =========
UNITS OUTSTANDING 7,195 7,195 7,195 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ---------- ---------- ----------
Balance, Dec. 31, 2002 $692,461 ($ 22,566) $669,895 Net income 540,277 106,891 647,168 Cash distributions ( 463,000) ( 107,938) ( 570,938) ------- ------- -------
Balance, Dec. 31, 2003 $769,738 ($ 23,613) $746,125 Net income 527,503 97,832 625,335 Cash distributions ( 530,000) ( 94,474) ( 624,474) ------- ------- -------
Balance, Dec. 31, 2004 $767,241 ($ 20,255) $746,986 Net income 743,639 137,222 880,861 Cash distributions ( 574,000) ( 110,944) ( 684,944) ------- ------- -------
Balance, Dec. 31, 2005 $936,880 $ 6,023 $942,903 ======= ======= =======
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $880,861 $625,335 $647,168 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 1,099) Depreciation, depletion, and amortization of oil and gas properties 41,721 33,315 72,583 Gain on sale of oil and gas properties - ( 2,798) - Settlement of asset retirement obligation ( 36) - ( 20) Increase in accounts receivable - oil and gas sales ( 157,210) ( 24,523) ( 18,389) Decrease in deferred charge 5,427 3,961 3,103 Increase (decrease) in accounts payable 5,712 1,794 ( 4,533) Increase (decrease) in gas imbalance payable ( 1,620) 6,229 1,152 Decrease in accrued liability ( 5,371) ( 4,975) ( 3,616) ------- ------- ------- Net cash provided by operating activities $769,484 $638,338 $696,349 ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 26,333) ($ 20,836) ($ 39,589) Proceeds from sale of oil and gas properties 2,798 757 101 ------- ------- ------- Net cash used by investing activities ($ 23,535) ($ 20,079) ($ 39,488) ------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($684,944) ($624,474) ($570,938) ------- ------- ------- Net cash used by financing activities ($684,944) ($624,474) ($570,938) ------- ------- -------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 61,005 ($ 6,215) $ 85,923
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 250,839 257,054 171,131 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $311,844 $250,839 $257,054 ======= ======= =======
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 I-E GEODYNE PRODUCTION PARTNERSHIP I-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 I-E, an Oklahoma limited partnership, and Geodyne Production Partnership I-E, an Oklahoma general partnership, at December 31, 2005 and 2004, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, 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 the opinion expressed above.
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 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $1,838,920 $1,579,268 Accounts receivable: Oil and gas sales 1,921,870 958,801 --------- --------- Total current assets $3,760,790 $2,538,069
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,469,064 2,176,302
DEFERRED CHARGE 394,160 424,309 --------- --------- $6,624,014 $5,138,680 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 350,149 $ 233,536 Accrued liability - other (Note 1) - 88,892 Gas imbalance payable 112,023 117,263 Asset retirement obligation - current (Note 1) 96,761 71,029 --------- --------- Total current liabilities $ 558,933 $ 510,720
LONG-TERM LIABILITIES: Accrued liability $ 122,896 $ 157,638 Asset retirement obligation (Note 1) 744,174 274,480 --------- --------- Total long-term liabilities $ 867,070 $ 432,118
PARTNERS' CAPITAL (DEFICIT): General Partner $ 89,828 ($ 73,642) Limited Partners, issued and outstanding, 41,839 Units 5,108,183 4,269,484 --------- --------- Total Partners' capital $5,198,011 $4,195,842 --------- --------- $6,624,014 $5,138,680 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ----------
REVENUES: Oil and gas sales $7,837,745 $5,947,643 $6,276,765 Interest income 30,930 10,251 8,597 Gain on sale of oil and gas properties - 8,993 21,072 --------- --------- --------- $7,868,675 $5,966,887 $6,306,434 COSTS AND EXPENSES: Lease operating $1,116,007 $1,029,623 $1,036,463 Production tax 484,831 374,490 374,408 Depreciation, depletion, and amortization of oil and gas properties 369,878 195,500 486,390 General and administrative 512,262 507,532 512,062 --------- --------- --------- $2,482,978 $2,107,145 $2,409,323 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $5,385,697 $3,859,742 $3,897,111
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 4,178 --------- --------- --------- NET INCOME $5,385,697 $3,859,742 $3,901,289 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 854,998 $ 603,535 $ 651,413 ========= ========= =========
LIMITED PARTNERS - NET INCOME $4,530,699 $3,256,207 $3,249,876 ========= ========= =========
NET INCOME per Unit $ 108.29 $ 77.83 $ 77.68 ========= ========= =========
UNITS OUTSTANDING 41,839 41,839 41,839 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $3,950,401 ($ 92,930) $3,857,471 Net income 3,249,876 651,413 3,901,289 Cash distributions ( 2,988,000) ( 657,767) ( 3,645,767) --------- ------- ---------
Balance, Dec. 31, 2003 $4,212,277 ($ 99,284) $4,112,993 Net income 3,256,207 603,535 3,859,742 Cash distributions ( 3,199,000) ( 577,893) ( 3,776,893) --------- ------- ---------
Balance, Dec. 31, 2004 $4,269,484 ($ 73,642) $4,195,842 Net income 4,530,699 854,998 5,385,697 Cash distributions ( 3,692,000) ( 691,528) ( 4,383,528) --------- ------- ---------
Balance, Dec. 31, 2005 $5,108,183 $ 89,828 $5,198,011 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $5,385,697 $3,859,742 $3,901,289 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 4,178) Depreciation, depletion, and amortization of oil and gas properties 369,878 195,500 486,390 Gain on sale of oil and gas properties - ( 8,993) ( 21,072) Settlement of asset retirement obligation ( 272) - - Increase in accounts receivable - oil and gas sales ( 963,069) ( 152,612) ( 105,731) Decrease in deferred charge 30,149 30,786 24,965 Increase (decrease) in accounts payable 97,777 ( 4,568) 11,704 Decrease in accrued liability - other ( 88,892) - - Increase (decrease) in gas imbalance payable ( 5,240) 24,264 ( 12,423) Decrease in accrued liability ( 34,742) ( 28,601) ( 18,563) --------- --------- --------- Net cash provided by operating activities $4,791,286 $3,915,518 $4,262,381 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 157,099) ($ 105,899) ($ 201,567) Proceeds from sale of oil and gas properties 8,993 4,966 27,972 --------- --------- --------- Net cash used by investing activities ($ 148,106) ($ 100,933) ($ 173,595) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,383,528) ($3,776,893) ($3,645,767) --------- --------- --------- Net cash used by financing activities ($4,383,528) ($3,776,893) ($3,645,767) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 259,652 $ 37,692 $ 443,019
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,579,268 1,541,576 1,098,557 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,838,920 $1,579,268 $1,541,576 ========= ========= =========
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 I-F GEODYNE PRODUCTION PARTNERSHIP I-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 I-F, an Oklahoma limited partnership, and Geodyne Production Partnership I-F, an Oklahoma general partnership, at December 31, 2005 and 2004, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2005, 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 the opinion expressed above.
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 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 684,976 $ 552,399 Accounts receivable: Oil and gas sales 544,225 335,364 --------- --------- Total current assets $1,229,201 $ 887,763
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 967,086 840,849
DEFERRED CHARGE 302,265 326,610 --------- --------- $2,498,552 $2,055,222 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 118,863 $ 102,011 Accrued liability - other (Note 1) - 62,225 Gas imbalance payable 36,173 37,860 Asset retirement obligation - current (Note 1) 65,890 46,371 --------- --------- Total current liabilities $ 220,926 $ 248,467
LONG-TERM LIABILITIES: Accrued liability $ 114,225 $ 139,114 Asset retirement obligation (Note 1) 328,418 118,400 --------- --------- Total long-term liabilities $ 442,643 $ 257,514
PARTNERS' CAPITAL (DEFICIT): General Partner $ 46,741 ($ 1,201) Limited Partners, issued and outstanding, 14,321 Units 1,788,242 1,550,442 --------- --------- Total Partners' capital $1,834,983 $1,549,241 --------- --------- $2,498,552 $2,055,222 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ------------ REVENUES: Oil and gas sales $2,702,072 $2,009,425 $1,968,666 Interest income 10,680 3,451 2,605 Gain on sale of oil and gas properties - 3,093 14,766 --------- --------- --------- $2,712,752 $2,015,969 $1,986,037 COSTS AND EXPENSES: Lease operating $ 425,574 $ 455,853 $ 439,037 Production tax 162,942 119,361 102,675 Depreciation, depletion, and amortization of oil and gas properties 184,017 68,582 81,429 General and administrative 195,560 189,018 189,397 --------- --------- --------- $ 968,093 $ 832,814 $ 812,538 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,744,659 $1,183,155 $1,173,499
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 318) --------- --------- --------- NET INCOME $1,744,659 $1,183,155 $1,173,181 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 285,859 $ 186,124 $ 187,031 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,458,800 $ 997,031 $ 986,150 ========= ========= =========
NET INCOME per Unit $ 101.86 $ 69.62 $ 68.86 ========= ========= =========
UNITS OUTSTANDING 14,321 14,321 14,321 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $1,255,261 ($ 15,418) $1,239,843 Net income 986,150 187,031 1,173,181 Cash distributions ( 771,000) ( 185,177) ( 956,177) --------- ------- ---------
Balance, Dec. 31, 2003 $1,470,411 ($ 13,564) $1,456,847 Net income 997,031 186,124 1,183,155 Cash distributions ( 917,000) ( 173,761) ( 1,090,761) --------- ------- ---------
Balance, Dec. 31, 2004 $1,550,442 ($ 1,201) $1,549,241 Net income 1,458,800 285,859 1,744,659 Cash distributions ( 1,221,000) ( 237,917) ( 1,458,917) --------- ------- ---------
Balance, Dec. 31, 2005 $1,788,242 $ 46,741 $1,834,983 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,744,659 $1,183,155 $1,173,181 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 318 Depreciation, depletion, and amortization of oil and gas properties 184,017 68,582 81,429 Gain on sale of oil and gas properties - ( 3,093) ( 14,766) Settlement of asset retirement obligation ( 136) - - Increase in accounts receivable - oil and gas sales ( 208,861) ( 72,456) ( 22,047) (Increase) decrease in deferred charge 24,345 21,230 ( 1,937) Increase (decrease) in accounts payable 7,982 ( 10,361) 20,464 Decrease in accrued liability - other ( 62,225) - - Increase (decrease) in gas imbalance payable ( 1,687) 6,970 ( 3,148) Decrease in accrued liability ( 24,889) ( 12,277) ( 8,130) --------- --------- --------- Net cash provided by operating activities $1,663,205 $1,181,750 $1,225,364 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 74,804) ($ 52,442) ($ 92,849) Proceeds from sale of oil and gas properties 3,093 525 20,097 --------- --------- --------- Net cash used by investing activities ($ 71,711) ($ 51,917) ($ 72,752) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,458,917) ($1,090,761) ($ 956,177) --------- --------- --------- Net cash used by financing activities ($1,458,917) ($1,090,761) ($ 956,177) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 132,577 $ 39,072 $ 196,435
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 552,399 513,327 316,892 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 684,976 $ 552,399 $ 513,327 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS Notes to the Combined Financial Statements For the Years Ended December 31, 2005, 2004, and 2003
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 the Partnerships. Each Partnership is a general partner in the related Geodyne Energy Income Production Partnership (collectively, 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 Partner Date of Capital Partnership Activation Contributions ----------- ------------------ --------------
I-D March 4, 1986 $ 7,194,700 I-E September 10, 1986 41,839,400 I-F December 16, 1986 14,320,900
The Partnerships' original termination date under their partnership agreements was December 31, 1999. The General Partner has extended the terms of the Partnerships for their fourth two-year period to December 31, 2007 pursuant to its right to extend the term of each Partnership for up to five periods of two years each.
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, 2005:
Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- I-D 2,199 30.6% I-E 12,006 28.7% I-F 4,859 33.9%
The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas production is 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 Partnerships have achieved payout and therefore 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:
General Limited Partner Partners Costs(1) -------- -------- ------------------------ Property acquisition costs 1% 99% Identified development drilling 1% 99% Development drilling 15% 85% General and administra- tive costs, direct administrative costs and operating costs 15% 85%
Income(1) ------------------------ Temporary investments of Limited Partners' capital contributions 1% 99% Income from oil and gas production 15% 85% Sale of producing pro- perties 15% 85% All other income 15% 85%
- ---------- (1) 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 85.8586% to the limited partnership and 14.1414% to the managing partner. The 85.8586% 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 85% of such costs and the General Partner is allocated 15% of such costs.
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 Risk
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 Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
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' depletion, depreciation, and amortization includes dismantlement and abandonment costs, net of estimated salvage value. 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, 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003 ----------- ----- ----- -----
I-D $1.51 $1.19 $2.15 I-E 2.17 1.08 2.24 I-F 3.20 1.18 1.22
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, 2005. 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 average annual production costs per Mcf. At December 31, 2005 and 2004, 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:
2005 2004 --------------------- ---------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
I-D 146,979 $ 77,179 157,314 $ 82,606 I-E 591,655 394,160 636,910 424,309 I-F 246,365 302,265 266,208 326,610
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2004 for the I-E and I-F Partnerships represents a charge accrued for the payment of a judgment related to plugging liabilities. The decrease in Accrued Liability - Other from December 31, 2004 to December 31, 2005 was due to a ruling made by the Texas Supreme Court on April 8, 2005 that the Partnerships did not owe this liability.
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 average annual production costs per Mcf. At December 31, 2005 and 2004, 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:
2005 2004 ---------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
I-D 47,728 $ 25,062 57,956 $ 30,433 I-E 184,473 122,896 236,623 157,638 I-F 93,100 114,225 113,386 139,114
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 revenue 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, 2005 and 2004, total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2005 2004 ------------------- ------------------ Partnership Mcf Amount Mcf Amount ----------- ------ -------- ------ --------
I-D 21,978 $ 32,967 23,058 $ 34,587 I-E 74,682 112,023 78,175 117,263 I-F 24,115 36,173 25,240 37,860
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, the 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.
Asset Retirement Obligation
The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised in the future based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. On January 1, 2003, the Partnerships adopted FAS No. 143 "Accounting for Asset Retirement Obligations" 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. During the year ended December 31, 2005, the Partnerships' asset retirement obligations were revised upward due to an increase in both the labor and rig costs associated with plugging wells. Cash flows would not be affected until wells are actually plugged and abandoned.
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, 2005, the I-D, I-E, and I-F Partnerships recognized approximately $13,000, $214,000, and $125,000, 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 years ended December 31, 2005 and 2004 are as shown below.
I-D Partnership ---------------
2005 2004 ---------- --------
Total Asset Retirement Obligation, January 1 $ 31,101 $ 29,848 Additions 145 - Revisions 24,916 - Settlements and disposals ( 448) - Accretion expense 2,654 1,253 ------- ------- Total Asset Retirement Obligation, December 31 $ 58,368 $ 31,101 ======= ======= Asset Retirement Obligation - Current $ 1,556 $ 2,453 Asset Retirement Obligation - Long-Term 56,812 28,648
I-E Partnership ---------------
2005 2004 ---------- --------
Total Asset Retirement Obligation, January 1 $345,509 $281,230 Additions 4,015 54,257 Revisions 460,881 - Settlements and disposals ( 2,922) - Accretion expense 33,452 10,022 ------- ------- Total Asset Retirement Obligation, December 31 $840,935 $345,509 ======= ======= Asset Retirement Obligation - Current $ 96,761 $ 71,029 Asset Retirement Obligation - Long-Term 744,174 274,480
I-F Partnership ---------------
2005 2004 ---------- --------
Total Asset Retirement Obligation, January 1 $164,771 $122,335 Additions 1,505 37,980 Revisions 212,243 - Settlements and disposals ( 1,533) - Accretion expense 17,322 4,456 ------- ------- Total Asset Retirement Obligation, December 31 $394,308 $164,771 ======= ======= Asset Retirement Obligation - Current $ 65,890 $ 46,371 Asset Retirement Obligation - Long-Term 328,418 118,400
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.
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 every year 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, 2005, 2004, and 2003:
Partnership 2005 2004 2003 ----------- -------- -------- --------
I-D $ 79,944 $ 79,944 $ 79,944 I-E 464,880 464,880 464,880 I-F 159,120 159,120 159,120
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, 2005, 2004, and 2003:
Partnership Purchaser Percentage - ----------- --------------------- -------------------------- 2005 2004 2003 ----- ----- ----- I-D Chevron USA Inc. ("Chevron") 28.0% 29.3% 26.1% Duke Energy Field Services ("Duke") 22.1% 21.5% 20.4% Enogex Services Corporation 12.9% 11.6% 12.9% Cinergy Marketing Company ("Cinergy") 12.0% 11.4% 10.5% Sid Richardson Carbon & Gas ("Richardson") - - 11.2%
I-E Chevron 22.9% 24.5% 23.2% BP America Production Company ("BP") 12.6% 12.4% 11.2% Duke 12.2% 11.8% 11.4% Cinergy 12.2% 11.4% 10.9% Richardson - - 10.8%
I-F Cinergy 16.4% 16.9% 16.9% Duke 12.7% 13.7% 13.8% BP 12.3% 13.3% 12.5% Chevron 11.8% 10.2% -
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
Capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2005 and 2004 were as follows:
I-D Partnership ---------------
2005 2004 ------------- -------------
Proved properties $ 3,762,239 $ 3,711,654
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 3,369,429) ( 3,330,320) ---------- ----------
Net oil and gas properties $ 392,810 $ 381,334 ========== ==========
I-E Partnership ---------------
2005 2004 ------------- -------------
Proved properties $26,333,468 $25,790,069
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 23,864,404) ( 23,613,767) ---------- ----------
Net oil and gas properties $ 2,469,064 $ 2,176,302 ========== ==========
I-F Partnership ---------------
2005 2004 ------------- -------------
Proved properties $8,292,933 $8,059,937
Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 7,325,847) ( 7,219,088) --------- ---------
Net oil and gas properties $ 967,086 $ 840,849 ========= =========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2005, 2004, and 2003. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2005, 2004, and 2003 were as follows:
Partnership 2005(1) 2004 2003(2) ----------- -------- -------- -------- I-D $ 25,894 $ 22,991 $ 39,589 I-E 166,942 116,369 201,567 I-F 80,581 57,596 92,849
----------
(1) Excludes the estimated asset retirement costs for the I-D, I-E, and I-F Partnerships of approximately $25,000, $461,000, and $212,000, respectively, recorded as a revision in FAS No. 143 during 2005 due to an increase in both the labor and rig costs associated with plugging wells.
(2) Excludes the estimated asset retirement costs for the I-D, I-E, and I-F Partnerships of approximately $16,000, $168,000 and $73,000, 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, for the periods indicated. The proved reserves at December 31, 2005, 2004, and 2003, 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 volume to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
I-D Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 56,533 1,315,719 Production ( 3,764) ( 180,252) Extensions and discoveries 6,068 9,173 Revisions of previous estimates 1,537 473,557 ------ ---------
Proved reserves, Dec. 31, 2003 60,374 1,618,197 Production ( 3,470) ( 147,339) Extensions and discoveries 13,820 11,857 Revisions of previous estimates 477 33,528 ------ ---------
Proved reserves, Dec. 31, 2004 71,201 1,516,243 Production ( 3,575) ( 144,538) Extensions and discoveries 2,707 16,165 Revisions of previous estimates 1,196 171,446 ------ ---------
Proved reserves, Dec. 31, 2005 71,529 1,559,316 ====== =========
PROVED DEVELOPED RESERVES:
December 31, 2003 60,374 1,618,197 ====== ========= December 31, 2004 71,201 1,516,243 ====== ========= December 31, 2005 71,529 1,559,316 ====== =========
I-E Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 421,343 6,775,074 Production ( 53,377) ( 981,953) Sale of minerals in place ( 5,910) ( 41,723) Extensions and discoveries 29,362 35,113 Revisions of previous estimates 30,578 2,674,473 ------- ---------
Proved reserves, Dec. 31, 2003 421,996 8,460,984 Production ( 44,611) ( 816,326) Extensions and discoveries 60,591 57,984 Revisions of previous estimates 62,388 376,738 ------- ---------
Proved reserves, Dec. 31, 2004 500,364 8,079,380 Production ( 39,629) ( 784,104) Extensions and discoveries 11,456 76,002 Revisions of previous estimates 59,292 887,390 ------- ---------
Proved reserves, Dec. 31, 2005 531,483 8,258,668 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 421,996 8,460,984 ======= ========= December 31, 2004 500,364 8,079,380 ======= ========= December 31, 2005 531,483 8,258,668 ======= =========
I-F Partnership ---------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 200,897 2,334,632 Production ( 23,950) ( 256,653) Sale of minerals in place ( 4,135) ( 29,207) Extensions and discoveries 12,178 14,777 Revisions of previous estimates 12,274 521,725 ------- ---------
Proved reserves, Dec. 31, 2003 197,264 2,585,274 Production ( 19,943) ( 229,104) Extensions and discoveries 28,467 27,189 Revisions of previous estimates 33,106 17,836 ------- ---------
Proved reserves, Dec. 31, 2004 238,894 2,401,195 Production ( 18,138) ( 236,641) Extensions and discoveries 5,246 34,537 Revisions of previous estimates 24,614 254,254 ------- ---------
Proved reserves, Dec. 31, 2005 250,616 2,453,345 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 197,264 2,585,274 ======= ========= December 31, 2004 238,894 2,401,195 ======= ========= December 31, 2005 250,616 2,453,345 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2005 and 2004 are as follows:
I-D Partnership ---------------
--------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $293,929 $265,701 $326,238 $368,139 Gross Profit (1) 237,982 219,070 270,453 308,618 Net Income 189,037 184,591 232,063 275,170 Limited Partners' Net Income Per Unit 22.23 21.61 27.12 32.39
--------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $218,676 $245,176 $229,652 $242,344 Gross Profit (1) 168,304 206,705 198,814 191,356 Net Income 133,655 158,950 170,202 162,528 Limited Partners' Net Income Per Unit 15.65 18.56 19.98 19.13
- -------------------- (1) Total revenues less oil and gas production expenses.
I-E Partnership ---------------
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,854,605 $1,694,841 $2,100,575 $2,218,654 Gross Profit (1) 1,550,723 1,309,085 1,689,179 1,718,850 Net Income 1,364,339 1,137,442 1,429,497 1,454,419 Limited Partners' Net Income Per Unit 27.60 22.97 28.60 29.12
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,377,500 $1,552,026 $1,495,150 $1,542,211 Gross Profit (1) 977,978 1,235,837 1,227,432 1,121,527 Net Income 792,022 1,046,880 1,065,694 955,146 Limited Partners' Net Income Per Unit 15.91 21.10 21.53 19.29
- -------------------- (1) Total revenues less oil and gas production expenses.
I-F Partnership ---------------
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $603,071 $586,377 $764,343 $758,961 Gross Profit(1) 533,655 412,359 588,021 590,201 Net Income 453,094 351,926 482,509 457,130 Limited Partners' Net Income Per Unit 26.75 20.75 28.05 26.31
------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- --------
Total Revenues $460,573 $500,767 $508,901 $545,728 Gross Profit (1) 318,350 359,772 397,527 365,106 Net Income 248,204 291,029 340,559 303,363 Limited Partners' Net Income Per Unit 14.52 17.17 20.08 17.85
- -------------------- (1) Total revenues less oil and gas production expenses.
INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- -------
4.1 Amended and Restated Agreement and Certificate of Limited Partnership dated March 4, 1986 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited Partnership I-D dated March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.8 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 4.8 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.9 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D dated October 27, 2005.
4.10 Second Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.11 Third Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.12 Fourth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.13 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D dated November 18, 2003 filed as Exhibit 4.12 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.14 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D dated October 27, 2005.
4.15 Amended and Restated Agreement and Certificate of
Limited Partnership dated September 10, 1986 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.16 Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated March 9, 1989 filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.17 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.18 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.19 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.20 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.21 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.22 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.23 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated October 27, 2005.
4.24 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.25 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.26 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.24 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.28 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated October 27, 2005.
4.29 Amended and Restated Agreement and Certificate of Limited Partnership dated December 17, 1986 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.30 Amended and Restated Certificate of Limited Partnership of PaineWebber/Geodyne Energy Income Limited Partnership I-F dated March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.32 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.33 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.34 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
4.35 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.36 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.32 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.37 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F dated October 27, 2005.
4.38 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
4.41 Fifth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.42 Sixth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F dated October 27, 2005.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.7 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-D dated October 27, 2005.
10.8 Amended and Restated Agreement of Partnership dated September 10, 1986 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.9 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.10 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.11 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.12 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.13 Fifth Amendment to Amended and Restated Agreement of Partnership Dated November 18, 2003 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.12 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.14 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-E dated October 27, 2005.
10.15 Amended and Restated Agreement of Partnership dated December 17, 1986 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.16 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.17 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.18 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 24, 2000 and is hereby incorporated by reference.
10.19 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 28, 2002 and is hereby incorporated by reference.
10.20 Fifth Amendment to Amended and Restated Agreement of Partnership dated November 18, 2003 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.18 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 26, 2004 and is hereby incorporated by reference.
*10.21 Sixth Amendment to Amended and Restated Agreement of partnership of Geodyne Energy Income Production Partnership I-F dated October 27, 2005.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-E.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership I-F.
*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 I-D.
*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 I-E.
*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 I-F.
All other Exhibits are omitted as inapplicable.
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*Filed herewith.