ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner, Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner, and public investors as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below.
Date of Partnership Activation ----------- -----------------
II-A July 22, 1987 II-B October 14, 1987 II-C January 14, 1988 II-D May 10, 1988 II-E September 27, 1988 II-F January 5, 1989 II-G April 10, 1989 II-H May 17, 1989
Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' operations. Geodyne serves as managing partner of such general partnerships. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K (the "Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the limited partnerships and as the managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited partnerships including the Partnerships, and is a wholly-owned subsidiary of Samson Investment Company. Samson
Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 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, 2001. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their third two-year extension thereby extending their termination date 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 the Partnerships to incur borrowings, the Partnerships' operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment. However, substantial increases in the 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 Purchaser Percentage - ----------- -------------------------------------- ----------
II-A BP America Production Company 14.0% Cinergy Marketing Company ("Cinergy") 12.5% Duke Energy Field Services Inc. ("Duke") 10.3%
II-B Cinergy 16.0% Citation Oil & Gas Corp. ("Citation") 14.8%
II-C Cinergy 14.0% Citation 12.3%
II-D Cinergy 12.3% Vintage Petroleum, Inc. 11.1%
II-E Atlas Pipeline Mid-Continent LLC 13.3% Cinergy 12.8%
II-F Duke 13.7%
II-G Duke 13.8%
II-H Duke 14.0%
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 operators' 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 two additional two-year periods, the Partnerships will terminate no later than December 31, 2011. 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
Number of Gross Wells(2) Number of Net Wells(3) ------------------------ ---------------------- P/ship Total Oil Gas Total Oil Gas ------ ----- --- --- ----- ----- ----- II-A 1,021 771 250 42.63 29.85 12.78 II-B 203 116 87 24.44 16.10 8.34 II-C 290 111 179 9.35 2.76 6.59 II-D 214 74 140 23.32 2.52 20.80 II-E 865 614 251 11.09 3.69 7.40 II-F 872 610 262 11.68 2.95 8.73 II-G 872 610 262 25.22 6.23 18.99 II-H 872 610 262 6.18 1.46 4.72
- ---------------
(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.
(1) The II-C and II-D Partnerships elected to not participate in the drilling of the Stella-Killebrew #3-32 located in Roberts County, Texas. If the well reaches payout under the terms of its operating agreement, the II-C and II-D Partnerships will have the following interests in the well:
Working Revenue Partnership Interest Interest ----------- -------- --------
II-C - 0.0011 II-D - 0.0001
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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 tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content.
Net Production Data
II-A Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 57,813 65,565 74,313 Gas (Mcf) 652,272 646,674 717,179
Oil and gas sales: Oil $3,102,412 $2,484,192 $2,078,263 Gas 4,631,878 3,457,506 3,502,160 --------- --------- --------- Total $7,734,290 $5,941,698 $5,580,423 ========= ========= ========= Total direct operating expenses $1,705,787 $1,540,000 $1,407,759 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 22.1% 25.9% 25.2%
Average sales price: Per barrel of oil $53.66 $37.89 $27.97 Per Mcf of gas 7.10 5.35 4.88
Direct operating expenses per equivalent Bbl of oil $10.24 $ 8.88 $ 7.26
Net Production Data
II-B Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 40,011 42,473 43,725 Gas (Mcf) 516,244 535,070 548,582
Oil and gas sales: Oil $2,135,551 $1,655,352 $1,282,628 Gas 3,591,278 2,730,383 2,574,612 --------- --------- --------- Total $5,726,829 $4,385,735 $3,857,240 ========= ========= ========= Total direct operating expenses $1,291,427 $1,140,240 $ 998,312 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 22.6% 26.0% 25.9%
Average sales price: Per barrel of oil $53.37 $38.97 $29.33 Per Mcf of gas 6.96 5.10 4.69
Direct operating expenses per equivalent Bbl of oil $10.25 $ 8.66 $ 7.39
Net Production Data
II-C Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 14,817 15,365 15,806 Gas (Mcf) 323,872 301,090 315,371
Oil and gas sales: Oil $ 790,667 $ 597,955 $ 465,997 Gas 2,239,624 1,521,252 1,432,288 --------- --------- --------- Total $3,030,291 $2,119,207 $1,898,285 ========= ========= ========= Total direct operating expenses $ 609,494 $ 524,010 $ 484,633 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 20.1% 24.7% 25.5%
Average sales price: Per barrel of oil $53.36 $38.92 $29.48 Per Mcf of gas 6.92 5.05 4.54
Direct operating expenses per equivalent Bbl of oil $ 8.86 $ 7.99 $ 7.09
Net Production Data
II-D Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 21,859 25,312 23,482 Gas (Mcf) 749,576 674,131 724,786
Oil and gas sales: Oil $1,126,685 $ 970,924 $ 672,785 Gas 5,333,743 3,425,727 3,226,165 --------- --------- --------- Total $6,460,428 $4,396,651 $3,898,950 ========= ========= ========= Total direct operating expenses $1,270,191 $1,166,926 $1,075,751 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 19.7% 26.5% 27.6%
Average sales price: Per barrel of oil $51.54 $38.36 $28.65 Per Mcf of gas 7.12 5.08 4.45
Direct operating expenses per equivalent Bbl of oil $ 8.65 $ 8.48 $ 7.46
Net Production Data
II-E Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 17,951 18,135 19,131 Gas (Mcf) 423,292 409,863 467,472
Oil and gas sales: Oil $ 944,154 $ 686,966 $ 561,004 Gas 3,005,795 2,101,949 2,186,172 --------- --------- --------- Total $3,949,949 $2,788,915 $2,747,176 ========= ========= ========= Total direct operating expenses $ 784,327 $ 683,739 $ 664,928 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 19.9% 24.5% 24.2%
Average sales price: Per barrel of oil $52.60 $37.88 $29.32 Per Mcf of gas 7.10 5.13 4.68
Direct operating expenses per equivalent Bbl of oil $ 8.86 $ 7.91 $ 6.85
Net Production Data
II-F Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 25,599 26,083 24,828 Gas (Mcf) 377,857 402,717 442,255
Oil and gas sales: Oil $1,320,169 $ 950,141 $ 705,160 Gas 2,540,216 1,925,993 1,934,121 --------- --------- --------- Total $3,860,385 $2,876,134 $2,639,281 ========= ========= ========= Total direct operating expenses $ 660,229 $ 608,955 $ 573,207 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 17.1% 21.2% 21.7%
Average sales price: Per barrel of oil $51.57 $36.43 $28.40 Per Mcf of gas 6.72 4.78 4.37
Direct operating expenses per equivalent Bbl of oil $ 7.45 $ 6.53 $ 5.82
Net Production Data
II-G Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 53,848 54,665 52,045 Gas (Mcf) 803,073 859,114 941,870
Oil and gas sales: Oil $2,776,293 $1,991,518 $1,478,077 Gas 5,439,533 4,125,357 4,127,614 --------- --------- --------- Total $8,215,826 $6,116,875 $5,605,691 ========= ========= ========= Total direct operating expenses $1,415,672 $1,300,804 $1,221,171 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 17.2% 21.3% 21.8%
Average sales price: Per barrel of oil $51.56 $36.43 $28.40 Per Mcf of gas 6.77 4.80 4.38
Direct operating expenses per equivalent Bbl of oil $ 7.54 $ 6.57 $ 5.84
Net Production Data
II-H Partnership ----------------
Year Ended December 31, ---------------------------------------- 2005 2004 2003 ---------- ---------- ---------- Production: Oil (Bbls) 12,446 12,688 12,082 Gas (Mcf) 193,427 206,905 226,604
Oil and gas sales: Oil $ 640,410 $ 462,355 $ 343,099 Gas 1,308,252 997,695 992,693 --------- --------- --------- Total $1,948,662 $1,460,050 $1,335,792 ========= ========= ========= Total direct operating expenses $ 338,609 $ 314,459 $ 295,355 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 17.4% 21.5% 22.1%
Average sales price: Per barrel of oil $51.46 $36.44 $28.40 Per Mcf of gas 6.76 4.82 4.38
Direct operating expenses per equivalent Bbl of oil $ 7.58 $ 6.67 $ 5.92
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 the previous 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)
II-A Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,367,741 Oil and liquids (Bbls) 687,366 Net Present Value (discounted at 10% per annum) $36,701,293
II-B Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,776,281 Oil and liquids (Bbls) 489,229 Net Present Value (discounted at 10% per annum) $25,757,023
II-C Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,545,913 Oil and liquids (Bbls) 173,409 Net Present Value (discounted at 10% per annum) $16,798,551
II-D Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 9,645,488 Oil and liquids (Bbls) 172,825 Net Present Value (discounted at 10% per annum) $41,793,578
II-E Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 5,039,155 Oil and liquids (Bbls) 177,992 Net Present Value (discounted at 10% per annum) $21,072,334
II-F Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,552,595 Oil and liquids (Bbls) 337,510 Net Present Value (discounted at 10% per annum) $19,777,174
II-G Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 7,611,607 Oil and liquids (Bbls) 707,731 Net Present Value (discounted at 10% per annum) $42,091,656
II-H Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 1,840,781 Oil and liquids (Bbls) 164,943 Net Present Value (discounted at 10% per annum) $10,059,084
- ----------
(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 ----------- ------ -------
II-A 68 6% II-B 40 17% II-C 56 15% II-D 38 14% II-E 44 2% II-F 58 2% II-G 58 2% II-H 58 2%
The following tables set forth certain well and reserve 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 tables contain the following information for each such basin: (i) the number of gross wells and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number and percentage of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento Basin is located in central California, and the Uinta Basin is located in northeast Utah.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their oil and gas properties. Record title to all of the Partnerships' properties is held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
A lawsuit styled Robert W. Scott, Individually and as Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The lawsuit seeks class action certification and alleges that Samson deducted from its payments to royalty and overriding royalty owners certain charges which were improper under the Wyoming royalty payment statutes. A number of these royalty and overriding royalty payments burdened the interests of the II-C and II-D Partnerships. In February 2003, Samson made a supplemental payment to the royalty and overriding royalty interest owners who were potential class members of amounts which were then thought to have been improperly deducted plus statutory interest thereon. The applicable portions of these payments, $2,548.31 and $26,768.96, respectively, were recouped from the II-C and II-D Partnerships in the first quarter of 2003. The lawsuit also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim. On May 13, 2005 the trial court certified this lawsuit as a class action and denied Samson's motion for summary judgment. On June 25, 2005 the Wyoming Supreme Court denied Samson's request for it to review these decisions.
Except as described above, to the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any Partnership during 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 Numbers of Partnership Units Limited Partners ----------- --------- ----------------
II-A 484,283 3,122 II-B 361,719 1,939 II-C 154,621 1,041 II-D 314,878 2,149 II-E 228,821 1,629 II-F 171,400 1,313 II-G 372,189 2,000 II-H 91,711 942
Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to the Partnership.
Repurchase Offer Prices -----------------------
2004 2005 2006 ------------------------ ------------------------ ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $15 $14 $19 $17 $15 $13 $25 $23 $20 II-B 14 13 19 17 16 14 26 24 20 II-C 23 22 29 26 24 22 37 35 31 II-D 29 27 30 28 26 24 40 38 34 II-E 21 19 25 23 22 20 33 32 27 II-F 23 20 31 28 26 23 42 39 35 II-G 23 20 30 28 25 22 41 38 34 II-H 22 20 30 27 25 22 40 37 33
In addition to this repurchase offer, some of the Partnerships have been subject to "4.9% tender offers" from several third parties. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited Partners during 2004 and 2005 and the first quarter of 2006.
Cash Distributions ------------------
------------------------------------------------ 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------
II-A $1.54 $1.32 $1.63 $1.89 II-B 1.38 1.30 1.56 1.90 II-C 1.77 1.55 1.83 2.26 II-D 1.74 1.63 1.69 2.29 II-E 1.61 1.63 1.70 2.05 II-F 2.45 2.82 2.46 2.84 II-G 2.39 2.77 2.42 2.77 II-H 2.28 2.63 2.21 2.66
2005 2006 ------------------------------------------------ ------ 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------ ------
II-A $1.90 $1.95 $1.93 $2.12 $3.05 II-B 1.82 1.95 1.69 2.05 3.27 II-C 2.10 2.43 2.16 2.55 4.07 II-D 1.95 2.53 1.90 2.58 4.10 II-E 1.73 1.72 1.76 1.93 4.37 II-F 2.51 2.72 3.21 3.39 4.18 II-G 2.45 2.69 3.15 3.31 4.08 II-H 2.32 2.48 2.97 3.17 3.91
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 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.
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.
II-A Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $1,793,000 (30.2%) in 2005 as compared to 2004. Of this increase (i) $912,000 and $1,145,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $30,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $294,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 7,752 barrels, while volumes of gas sold increased 5,598 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 in 2005 by the operator on one significant well. The increase in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made in 2005 by the operators on several wells; (ii) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure; and (iii) the successful completion of several wells during late 2004 and early to mid 2005. These increases in volumes sold were substantially offset by normal declines in production.
Average oil and gas prices increased to $53.66 per barrel and $7.10 per Mcf, respectively, in 2005 from $37.89 per barrel and $5.35 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $166,000 (10.8%) in 2005 as compared to 2004. This increase was primarily due to the following 2005 activities: (i) workover expenses incurred on several wells; (ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) positive prior period lease operating expense adjustments. These increases were partially offset by (i) workover expenses incurred on several other wells during 2004 and (ii) a 2005 reversal of $27,000 of a charge previously accrued for a judgment. As a percentage of oil and gas sales, these expenses decreased to 22.1% in 2005 from 25.9% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $185,000 (85.6%) in 2005 as compared to 2004. Of this increase (i) $112,000 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 $71,000 was related to previously fully depleted wells, and (ii) $24,000 was due to accretion of these additional asset retirement obligations. This increase was also due to downward revisions in the estimates of remaining oil and gas reserves after an unsuccessful 2005 recompletion attempt on one significant well. As a percentage of oil and gas sales, this expense increased to 5.2% in 2005 from 3.6% 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 7.3% 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 $64,908,357 or 134.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $361,000 (6.5%) in 2004 as compared to 2003. Of this increase $650,000 and $300,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $245,000 and $344,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 8,748 barrels and 70,505 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period
volume adjustment made by the operator on one significant well during 2003. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) downward revisions in the estimates of remaining gas reserves on one significant well resulting in the II-A Partnership becoming over produced in excess of estimated ultimate reserves thereby increasing gas imbalance payable.
Average oil and gas prices increased to $37.89 per barrel and $5.35 per Mcf, respectively, in 2004 from $27.97 per barrel and $4.88 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $132,000 (9.4%) in 2004 as compared to 2003. This increase was primarily due to: (i) workover expenses incurred on several wells during 2004; (ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) an increase in salt water disposal expenses on one significant well during 2004 as compared to 2003. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 25.9% in 2004 from 25.2% in 2003.
DD&A of oil and gas properties increased $5,000 (2.5%) in 2004 as compared to 2003. As a percentage of oil and gas sales, this expense decreased to 3.6% in 2004 from 3.8% in 2003.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4% in 2004 from 10.1% in 2003.
II-B Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $1,341,000 (30.6%) in 2005 as compared to 2004. Of this increase $576,000 and $957,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,462 barrels and 18,826 Mcf, respectively, in 2005 as compared to 2004. Average oil and gas prices increased to $53.37 per barrel and $6.96 per Mcf, respectively, in 2005 from $38.97 per barrel and $5.10 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $151,000 (13.3%) in 2005 as compared to 2004. This increase was primarily due to: (i) 2005 workover expenses incurred on two significant wells and (ii) an increase in production taxes associated with the increase in
oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 22.6% in 2005 from 26.0% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $162,000 (104.7%) in 2005 as compared to 2004. This increase was primarily due to downward revisions in the estimates of remaining oil and gas reserves following an unsuccessful 2005 recompletion attempt on one significant well. This increase was also due to increases of (i) $52,000 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 $37,000 was related to previously fully depleted wells, and (ii) $8,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 5.5% in 2005 from 3.5% in 2004, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses increased $6,000 (1.3%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.5% in 2005 from 9.6% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $46,672,916 or 129.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $528,000 (13.7%) in 2004 as compared to 2003. Of this increase $409,000 and $219,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $63,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,252 barrels and 13,512 Mcf, respectively, in 2004 as compared to 2003. Average oil and gas prices increased to $38.97 per barrel and $5.10 per Mcf, respectively, in 2004 from $29.33 per barrel and $4.69 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $142,000 (14.2%) in 2004 as compared to 2003. This increase was primarily due to: (i) an increase in salt water disposal expenses on one significant well during 2004 as compared to 2003; (ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) workover expenses incurred on one significant well during 2004. These increases were partially offset by a decrease in lease operating expenses associated with the decreases in volumes
of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 26.0% in 2004 from 25.9% in 2003.
DD&A of oil and gas properties remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2004 from 4.0% in 2003, primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.6% in 2004 from 11.0% in 2003, primarily due to the increase in oil and gas sales.
II-C Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $911,000 (43.0%) in 2005 as compared to 2004. Of this increase (i) $214,000 and $603,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $115,000 was related to an increase in volumes of gas sold. Volumes of oil sold decreased 548 barrels, while volumes of gas sold increased 22,782 Mcf.
The increase in volumes of gas sold in 2005 was primarily due to: (i) the first receipt of revenues on one significant well; (ii) an increase in production on several wells following the successful workovers of those wells; and (iii) an increase in production on one significant well after its return to production following the resolution of transportation problems associated with line pressure. These increases were partially offset by normal declines in production.
Average oil and gas prices increased to $53.36 per barrel and $6.92 per Mcf, respectively, in 2005 from $38.92 per barrel and $5.05 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $85,000 (16.3%) 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 and (ii) 2005 workover expenses incurred on several wells. These increases were partially offset by workover expenses incurred on several other wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 20.1% in 2005 from 24.7% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $52,000 (73.9%) in 2005 as compared to 2004. This increase was primarily due to downward revisions in the estimates of remaining oil and gas reserves following an unsuccessful 2005 recompletion attempt on one significant well. This increase was also due to increases of (i) $18,000 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 $12,000 was related to previously fully depleted wells, and (ii) $3,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 4.1% 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 increased $7,000 (3.5%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.6% in 2005 from 9.1% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $22,090,686 or 142.87% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $221,000 (11.6%) in 2004 as compared to 2003. Of this increase $145,000 and $154,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $65,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 441 barrels and 14,281 Mcf, respectively, in 2004 as compared to 2003. Average oil and gas prices increased to $38.92 per barrel and $5.05 per Mcf, respectively, in 2004 from $29.48 per barrel and $4.54 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $39,000 (8.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 24.7% in 2004 from 25.5% in 2003.
DD&A of oil and gas properties decreased $13,000 (15.4%) in 2004 as compared to 2003, primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. As a percentage of oil and gas sales, this expense decreased to 3.3% in 2004 from 4.4% in 2003. This percentage decrease was primarily due to (i) the dollar decrease in DD&A of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1% in 2004 from 10.2% in 2003, primarily due to the increase in oil and gas sales.
II-D Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $2,064,000 (46.9%) in 2005 as compared to 2004. Of this increase (i) $288,000 and $1,525,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $383,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $132,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,453 barrels, while volumes of gas sold increased 75,445 Mcf in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to normal declines in production. The increase in volumes of gas sold was primarily due to: (i) an increase in production on several wells following the successful workovers of those wells; (ii) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure; and (iii) the first receipt of revenues on one significant well. These increases were partially offset by normal declines in production.
Average oil and gas prices increased to $51.54 per barrel and $7.12 per Mcf, respectively, in 2005 from $38.36 per barrel and $5.08 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $103,000 (8.8%) 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 and (ii) workover expenses incurred on several wells during 2005. These increases were partially offset by workover expenses incurred on several other wells during 2004. As a percentage of oil and gas sales, these expenses decreased to 19.7% in 2005 from 26.5% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $66,000 (37.8%) in 2005 as compared to 2004. Of this increase (i) $65,000 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 $42,000 was related to previously fully depleted wells and (ii) $13,000 was due to accretion of these additional asset retirement obligations. The DD&A increase was also due to one significant well being fully depleted during 2005 due to the lack of remaining reserves. All of these increases were partially offset by (i) the receipt in 2005 of equipment credits on an abandoned well and (ii) two significant wells being substantially depleted during 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, DD&A decreased to 3.7% in 2005 from 3.9% in 2004.
General and administrative expenses increased $6,000 (1.6%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.8% in 2005 from 8.4% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $46,050,903 or 146.25% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $498,000 (12.8%) in 2004 as compared to 2003. Of this increase (i) $246,000 and $425,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $52,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $225,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,830 barrels, while volumes of gas sold decreased 50,655 Mcf in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to an increase in production on one significant well following successful repairs of its mechanical problems during late 2003, which increase was partially offset by normal declines in production.
Average oil and gas prices increased to $38.36 per barrel and $5.08 per Mcf, respectively, in 2004 from $28.65 per barrel and $4.45 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $91,000 (8.5%) in 2004 as compared to 2003. This increase was primarily due to (i) workover expenses incurred on several wells during 2004 and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by (i) workover expenses incurred on several other wells during 2003 and (ii) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2003. As a
percentage of oil and gas sales, these expenses decreased to 26.5% in 2004 from 27.6% in 2003.
DD&A of oil and gas properties decreased $108,000 (38.3%) in 2004 as compared to 2003. This decrease was primarily due to: (i) the abandonment of one significant well during 2003 due to severe mechanical problems; (ii) the decrease in volumes of gas sold; and (iii) upward revisions in the estimates of remaining oil and gas reserves during 2004. These decreases were partially offset by one significant well being fully depleted during 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.9% in 2004 from 7.2% in 2003. This percentage decrease was primarily due to the dollar decrease in 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 8.4% in 2004 from 9.6% in 2003. This percentage decrease was primarily due to the increase in oil and gas sales.
II-E Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $1,161,000 (41.6%) in 2005 as compared to 2004. Of this increase (i) $264,000 and $835,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $69,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $7,000 related to a decrease in volumes of oil sold.
Volumes of oil sold decreased 184 barrels, while volumes of gas sold increased 13,429 Mcf in 2005 as compared to 2004. The decrease in volumes of oil sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2005 and (ii) normal declines in production. These decreases were partially offset by: (i) positive prior period volume adjustments made by the operators on several other wells during 2005; (ii) the successful completion of two new wells; and (iii) an increase in production on one significant well following the successful workover of that well.
The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well following the successful workover of that well and (ii) positive prior period volume adjustments made by the operators on several wells during 2005. These increases were partially offset by normal declines
in production and a negative 2005 prior period volume adjustment made by the operator on one significant well.
Average oil and gas prices increased to $52.60 per barrel and $7.10 per Mcf, respectively, in 2005 from $37.88 per barrel and $5.13 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $101,000 (14.7%) 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) workover expenses incurred on several wells during 2005; and (iii) an increase in salt water disposal expenses incurred on one significant unit during 2005 as compared to 2004. These increases were partially offset by workover expenses incurred on several other wells during 2004. As of the date of this Annual Report, management anticipates that the salt water disposal expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales, these expenses decreased to 19.9% in 2005 from 24.5% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties increased $3,000 (1.4%) in 2005 as compared to 2004. Of this increase (i) $37,000 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 $13,000 was related to previously fully depleted wells and (ii) $7,000 was due to accretion of these additional asset retirement obligations. This increase was also due to one significant well being fully depleted during 2005 due to the lack of remaining reserves. These increases were partially offset by two significant wells being substantially depleted during 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 5.2% in 2005 from 7.2% in 2004, primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $5,000 (2.0%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 7.1% for 2005 from 9.9% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $31,931,574 or 139.55% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $42,000 (1.5%) in 2004 as compared to 2003. Of this increase $155,000 and $185,000,
respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $29,000 and $269,000, respectively, related to decreases in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 996 barrels and 57,609 Mcf, respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a negative prior period volume adjustment made by the operator on one significant well during 2004. These decreases were partially offset by (i) positive prior period volume adjustments made by the operators during 2004 on two significant wells and (ii) a similar negative prior period volume adjustment made during 2003 on another significant well.
The decrease in volumes of gas sold was primarily due to: (i) normal declines in production; (ii) the shutting-in of one significant well during 2004 in order to redirect the flow of gas to a pipeline with available capacity; and (iii) a negative prior period volume adjustment made by the operator on another significant well during 2004. These decreases were partially offset by a positive prior period volume adjustment made by the operator on one significant well during 2004.
Average oil and gas prices increased to $37.88 per barrel and $5.13 per Mcf, respectively, in 2004 from $29.32 per barrel and $4.68 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $19,000 (2.8%) in 2004 as compared to 2003. This increase was primarily due to workover expenses incurred on several wells during 2004. This increase was partially offset by: (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold; (ii) positive prior period lease operating expense adjustments made in 2003 on two significant wells; and (iii) a negative prior period production tax adjustment made in 2004 by the operator on one significant well. As a percentage of oil and gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.
DD&A of oil and gas properties increased $64,000 (46.8%) in 2004 as compared to 2003. This increase was primarily due to two significant wells being substantially depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves during 2004. As a percentage of oil and gas sales, this expense increased to 7.2% in 2004 from 5.0% in 2003, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses decreased $3,000 (1.0%) in 2004 as compared to 2003. As a percentage of oil and gas
sales, these expenses decreased to 9.9% in 2004 from 10.2% in 2003.
II-F Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $984,000 (34.2%) in 2005 as compared to 2004. Of this increase $388,000 and $733,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $18,000 and $119,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 484 barrels and 24,860 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative prior period volume adjustments made by the operators on several wells during 2005; (ii) similar positive prior period volume adjustments made on other wells during 2004; and (iii) normal declines in production. These decreases were partially offset by: (i) positive prior period volume adjustments made by the operators on several wells during 2005; (ii) the successful completion of two new wells; and (iii) an increase in production on one significant well following the successful workover of that well.
The decrease in volumes of gas sold was primarily due to: (i) a negative prior period volume adjustment made by the operator on one significant well during 2005; (ii) normal declines in production; and (iii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004. These decreases were partially offset by (i) positive prior period volume adjustments made by the operators on several wells during 2005 and (ii) similar negative prior period volume adjustments made on several other wells during 2004.
Average oil and gas prices increased to $51.57 per barrel and $6.72 per Mcf, respectively, in 2005 from $36.43 per barrel and $4.78 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $51,000 (8.4%) 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) workover expenses incurred on several wells during 2005; and (iii) an increase in salt water disposal
expenses incurred on one significant unit during 2005 as compared to 2004. These increases were partially offset by workover expenses incurred on two significant wells during 2004. As of the date of this Annual Report, management anticipates that the salt water disposal expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales, these expenses decreased to 17.1% in 2005 from 21.2% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $81,000 (37.6%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by: (i) an increase of $17,000 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 $10,000 was related to previously fully depleted wells; (ii) an increase of $5,000 due to accretion of these additional asset retirement obligations; and (iii) one significant well being fully depleted during 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2005 from 7.5% in 2004, primarily due to (i) the dollar decrease in DD&A of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses increased $6,000 (2.7%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.6% in 2005 from 7.4% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $27,162,051 or 158.47% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $237,000 (9.0%) in 2004 as compared to 2003. Of this increase (i) $209,000 and $165,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $36,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $173,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 1,255 barrels, while volumes of gas sold decreased 39,538 Mcf in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on
several wells during 2004, which increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.43 per barrel and $4.78 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.37 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $36,000 (6.2%) in 2004 as compared to 2003. This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004; (ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by (i) negative prior period production tax adjustments made by the operator on several wells during 2004; (ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold; and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.2% in 2004 from 21.7% in 2003.
DD&A of oil and gas properties increased $81,000 (60.1%) in 2004 as compared to 2003. This increase was primarily due to one significant well being fully depleted during 2004 due to lack of remaining reserves. This increase was partially offset by (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.5% in 2004 from 5.1% in 2003, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses decreased $2,000 (1.0%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.4% in 2004 from 8.1% in 2003.
II-G Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $2,099,000 (34.3%) in 2005 as compared to 2004. Of this increase $815,000 and $1,583,000,
respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $30,000 and $269,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 817 barrels and 56,041 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative prior period volume adjustments made by the operators on several wells during 2005; (ii) similar positive prior period volume adjustments made on other wells during 2004; and (iii) normal declines in production. These decreases were partially offset by: (i) positive prior period volume adjustments made by the operators on several wells during 2005; (ii) the successful completion of two new wells; and (iii) an increase in production on one significant well following the successful workover of that well.
The decrease in volumes of gas sold was primarily due to: (i)a negative prior period volume adjustment made by the operator on one significant well during 2005; (ii) normal declines in production; and (iii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004. These decreases were partially offset by (i) positive prior period volume adjustments made by the operators on several wells during 2005 and (ii) similar negative prior period volume adjustments made on other wells during 2004.
Average oil and gas prices increased to $51.56 per barrel and $6.77 per Mcf, respectively, in 2005 from $36.43 per barrel and $4.80 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $115,000 (8.8%) 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) workover expenses incurred in 2005 on several wells; and (iii) an increase in salt water disposal expenses incurred on one significant unit during 2005 as compared to 2004. These increases were partially offset by workover expenses incurred on two significant wells during 2004. As of the date of this Annual Report, management anticipates that the salt water disposal expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales, these expenses decreased to 17.2% in 2005 from 21.3% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $181,000 (38.3%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by: (i) an increase of $36,000 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 $21,000 was related to previously fully depleted wells; (ii) an increase of $10,000 due to accretion of these additional asset retirement obligations; and (iii) one significant well being fully depleted during 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2005 from 7.7% in 2004, primarily due to (i) the dollar decrease in DD&A of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses increased $5,000 (1.1%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 5.3% in 2005 from 7.1% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2005 totaling $56,838,371 or 152.71% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $511,000 (9.1%) in 2004 as compared to 2003. Of this increase (i) $439,000 and $360,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $75,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of $363,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,620 barrels, while volumes of gas sold decreased 82,756 Mcf in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during 2004, which increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.43 per barrel and $4.80 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $80,000 (6.5%) in 2004 as compared to 2003. This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004;
(ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by: (i) negative prior period production tax adjustments made by the operators on several wells during 2004; (ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold; and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.3% in 2004 from 21.8% in 2003.
DD&A of oil and gas properties increased $182,000 (62.8%) in 2004 as compared to 2003, primarily due to one significant well being fully depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) upward revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.7% in 2004 from 5.2% in 2003, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses decreased $5,000 (1.1%) in 2004 as compared to 2003. As a percentage of oil and gas sales, these expenses decreased to 7.1% in 2004 from 7.8% in 2003.
II-H Partnership ----------------
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
Total oil and gas sales increased $489,000 (33.5%) in 2005 as compared to 2004. Of this increase $187,000 and $376,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $9,000 and $65,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 242 barrels and 13,478 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative prior period volume adjustments made by the operators on several wells during 2005; (ii) similar positive prior period volume adjustments made on other wells during 2004; and (iii) normal declines in production. These decreases were partially offset by: (i) positive prior period volume adjustments made by the operators on several wells during 2005; (ii) the successful completion of two new wells; and (iii) an increase in
production on one significant well following the successful workover of that well.
The decrease in volumes of gas sold was primarily due to: (i) a negative prior period volume adjustment made by the operator on one significant well during 2005; (ii) normal declines in production; and (iii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004. These decreases were partially offset by (i) positive prior period volume adjustments made by the operators on several wells during 2005 and (ii) similar negative prior period volume adjustments made on other wells during 2004.
Average oil and gas prices increased to $51.46 per barrel and $6.76 per Mcf, respectively, in 2005 from $36.44 per barrel and $4.82 per Mcf, respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $24,000 (7.7%) 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) workover expenses incurred on several wells during 2005; and (iii) an increase in salt water disposal expenses incurred on one significant unit during 2005 as compared to 2004. These increases were partially offset by workover expenses incurred on two significant wells during 2004. As of the date of this Annual Report, management anticipates that the salt water disposal expenses on this unit will remain at 2005 levels. As a percentage of oil and gas sales, these expenses decreased to 17.4% in 2005 from 21.5% 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 decreased $45,000 (39.4%) in 2005 as compared to 2004, primarily due to (i) one significant well being fully depleted during 2004 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. These decreases were partially offset by: (i) an increase of $9,000 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 $5,000 was related to previously fully depleted wells; (ii) an increase of $2,000 due to accretion of these additional asset retirement obligations; and (iii) one significant well being fully depleted during 2005 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.5% in 2005 from 7.8% in 2004, primarily due to (i) the dollar decrease in DD&A of oil and gas properties and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses increased $6,000 (4.9%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 6.7% 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 $13,209,364 or 144.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared to Year Ended December 31, 2003 --------------------------------------
Total oil and gas sales increased $124,000 (9.3%) in 2004 as compared to 2003. Of this increase (i) $102,000 and $91,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $17,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $86,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 606 barrels, while volumes of gas sold decreased 19,699 Mcf in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior period volume adjustments made by the operators on several wells during 2004, which increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments made by the operators on several wells during 2004 and (ii) normal declines in production. These decreases were partially offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.44 per barrel and $4.82 per Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $19,000 (6.5%) in 2004 as compared to 2003. This increase was primarily due to: (i) workover expenses incurred on two significant wells during 2004; (ii) an increase in production taxes associated with the increase in oil and gas sales; and (iii) an increase in production taxes associated with the receipt of first revenues on one significant well during 2004. These increases were partially offset by: (i) negative prior period production tax adjustments made by the operator on several wells during 2004, (ii) a decrease in lease operating expenses associated with the decrease in volumes of gas sold; and (iii) workover expenses incurred on several wells during 2003. As a percentage of oil and gas sales, these expenses decreased to 21.5% in 2004 from 22.1% in 2003.
DD&A of oil and gas properties increased $45,000 (65.7%) in 2004 as compared to 2003, primarily due to one significant well being fully depleted during 2004 due to the lack of remaining reserves. This increase was partially offset by (i) upward
revisions in the estimates of remaining oil and gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 7.8% in 2004 from 5.1% in 2003, primarily due to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004 and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5% in 2004 from 9.4% in 2003.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2005, 2004, and 2003. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.
[Remainder of Page Intentionally Left Blank]
2005 Compared to 2004 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2005 2004 % Change - ------ ------------------ ------------------ ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ---
II-A $53.66 $7.10 $37.89 $5.35 42% 33% II-B 53.37 6.96 38.97 5.10 37% 36% II-C 53.36 6.92 38.92 5.05 37% 37% II-D 51.54 7.12 38.36 5.08 34% 40% II-E 52.60 7.10 37.88 5.13 39% 38% II-F 51.57 6.72 36.43 4.78 42% 41% II-G 51.56 6.77 36.43 4.80 42% 41% II-H 51.46 6.76 36.44 4.82 41% 40%
Production Volumes - ---------------------------------------------------------------------------- P/ship 2005 2004 % Change - ------ ------------------ ----------------- ------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
II-A 57,813 652,272 65,565 646,674 (12%) 1% II-B 40,011 516,244 42,473 535,070 ( 6%) ( 4%) II-C 14,817 323,872 15,365 301,090 ( 4%) 8% II-D 21,859 749,576 25,312 674,131 (14%) 11% II-E 17,951 423,292 18,135 409,863 ( 1%) 3% II-F 25,599 377,857 26,083 402,717 ( 2%) ( 6%) II-G 53,848 803,073 54,665 859,114 ( 1%) ( 7%) II-H 12,446 193,427 12,688 206,905 ( 2%) ( 7%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2005 2004 % Change ------ ------ ----- --------
II-A $10.24 $8.88 15% II-B 10.25 8.66 18% II-C 8.86 7.99 11% II-D 8.65 8.48 2% II-E 8.86 7.91 12% II-F 7.45 6.53 14% II-G 7.54 6.57 15% II-H 7.58 6.67 14%
2004 Compared to 2003 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2004 2003 % Change - ------ ------------------ ------------------ ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ---
II-A $37.89 $5.35 $27.97 $4.88 35% 10% II-B 38.97 5.10 29.33 4.69 33% 9% II-C 38.92 5.05 29.48 4.54 32% 11% II-D 38.36 5.08 28.65 4.45 34% 14% II-E 37.88 5.13 29.32 4.68 29% 10% II-F 36.43 4.78 28.40 4.37 28% 9% II-G 36.43 4.80 28.40 4.38 28% 10% II-H 36.44 4.82 28.40 4.38 28% 10%
Production Volumes - ---------------------------------------------------------------------------- P/ship 2004 2003 % Change - ------ ---------------- ----------------- ------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ -----
II-A 65,565 646,674 74,313 717,179 (12%) (10%) II-B 42,473 535,070 43,725 548,582 ( 3%) ( 2%) II-C 15,365 301,090 15,806 315,371 ( 3%) ( 5%) II-D 25,312 674,131 23,482 724,786 8% ( 7%) II-E 18,135 409,863 19,131 467,472 ( 5%) (12%) II-F 26,083 402,717 24,828 442,255 5% ( 9%) II-G 54,665 859,114 52,045 941,870 5% ( 9%) II-H 12,688 206,905 12,082 226,604 5% ( 9%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2004 2003 % Change ------ ----- ----- --------
II-A $8.88 $7.26 22% II-B 8.66 7.39 17% II-C 7.99 7.09 13% II-D 8.48 7.46 14% II-E 7.91 6.85 15% II-F 6.53 5.82 12% II-G 6.57 5.84 13% II-H 6.67 5.92 13%
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 ----------- --------- ---------
II-A 9.8 11.9 II-B 9.3 12.2 II-C 10.9 11.7 II-D 12.9 7.9 II-E 11.9 9.9 II-F 9.4 13.2 II-G 9.5 13.1 II-H 9.5 13.3
These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. Any increase or decrease in the oil and gas prices at December 31, 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, 2011 (six 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 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 development activities, primarily well recompletions and developmental drilling:
Partnership 2005 2004 2003 ----------- -------- -------- --------
II-A $133,494 $ 93,122 $102,903 II-B 96,434 53,458 24,971 II-C 54,420 11,074 24,478 II-D 151,464 16,239 153,431 II-E 31,965 30,342 24,348 II-F 20,736 79,459 41,415 II-G 43,264 174,306 93,448 II-H 9,960 43,819 24,574
While these expenditures reduce or eliminate cash available for a particular quarterly cash distribution, the General Partner believes that these activities are necessary for the prudent operation of the properties and maximization of their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2005, 2004, and 2003. The sales of the Partnerships' properties were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sales of such properties were distributed to the Partnerships and included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sales of oil and gas properties during 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003 ----------- ------- ------- --------
II-A $ - $26,393 $ 8,732 II-B - 32,405 1,968 II-C - 13,888 739 II-D 27,451 - 8,060 II-E - 8,569 22,535 II-F - 22,941 60,479 II-G - 48,031 127,575 II-H - 11,149 29,981
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.
The Partnerships would have terminated on December 31, 2001 in accordance with the Partnership Agreements. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their third two-year extension thereby extending their termination date 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 which are required by the SEC to be disclosed in this Annual Report under this heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the
Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of all oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 8 of this Annual Report represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rates used in calculating the Deferred Charge and Accrued Liability are the annual average production cost per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas
exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas price for which the Partnerships are currently settling similar liabilities. These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
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 costs and drilling costs incurred by the Partnerships. This pressure is expected to continue if 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 General Partner ---------------- --- --------------------------------
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 best 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 serves as the audit committee. The board of directors of the General Partner consists of one person who is not an audit committee financial expert, as defined in the SEC regulations.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of its executive officers, including those persons who perform the functions of principal executive officer, principal financial officer, and principal accounting officer. The Partnerships will provide, free of charge, a copy of this Code of Ethics to any person upon receipt of a written request
mailed to Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West 2nd Street, Tulsa, OK 74103. Such request must include the address to which the Code of Ethics should be mailed.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership during 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 amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements.
Partnership 2005 2004 2003 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2005, 2004, and 2003:
Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of the Units as of the date of filing this Annual Report by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ -----------------
II-A Partnership: - ---------------- Samson Resources Company 153,726 (31.7%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 153,726 (31.7%)
II-B Partnership: - ---------------- Samson Resources Company 106,832 (29.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 106,832 (29.5%)
II-C Partnership: - ---------------- Samson Resources Company 54,043 (35.0%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 54,043 (35.0%)
II-D Partnership: - ---------------- Samson Resources Company 97,852 (31.1%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 97,852 (31.1%)
II-E Partnership: - ---------------- Samson Resources Company 76,440 (33.4%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 76,440 (33.4%)
II-F Partnership: - ---------------- Samson Resources Company 48,425 (28.3%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 48,425 (28.3%)
II-G Partnership: - ---------------- Samson Resources Company 83,543 (22.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 83,543 (22.5%)
II-H Partnership: - ---------------- Samson Resources Company 28,872 (31.5%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 28,872 (31.5%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by
the circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnership who provide services to the Partnership have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2005 and 2004, each Partnership incurred 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 limited partnerships managed by the General Partner and from other entities affiliated with the General Partner. This compensation is for audit services, tax related services, and other accounting-related services. The General Partner does not believe this arrangement creates a conflict of interest or impairs the auditors' independence.
PART IV.
ITEM 15.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership II-A Geodyne Energy Income Limited Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Energy Income Limited Partnership II-H
as of December 31, 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 Agreement and Certificate of Limited Partnership dated July 22, 1987 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A dated October 27, 2005.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A dated October 27, 2005.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.14 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.11 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B dated October 27, 2005.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form 10-K for period ended December 31,
2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.24 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B dated October 27, 2005.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C dated October 27, 2005.
4.32 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C dated October 27, 2005.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.40 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D dated October 27, 2005.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.45 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.48 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D dated October 27, 2005.
4.49 Agreement and Certificate of Limited Partnership dated September 27, 1988 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E dated October 27, 2005.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.61 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E dated October 27, 2005.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.64 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F dated October 27, 2005.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.62 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.74 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F dated October 27, 2005.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.76 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.77 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference..
*4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G dated October 27, 2005.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November 14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.73 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.87 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G dated October 27, 2005.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.59 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 25, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.91 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H dated October 27, 2005.
4.97 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.99 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.84 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.100 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H dated October 27, 2005.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-A dated October 27, 2005.
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-B dated October 27, 2005.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-C dated October 27, 2005.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.24 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-D dated October 27, 2005.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.30 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-E dated October 27, 2005.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.36 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-F dated October 27, 2005.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.42 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-G dated October 14, 2005.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.48 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-H dated October 27, 2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
Geodyne Energy Income Limited Partnership II-A Geodyne Energy Income Limited Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Energy Income Limited Partnership II-H
By: GEODYNE RESOURCES, INC. General Partner
March 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 (with respect to the registrant's general partner, Geodyne Resources, Inc.) 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 Accounting and Financial 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 II-A GEODYNE PRODUCTION PARTNERSHIP II-A
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma limited partnership, and Geodyne Production Partnership II-A, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $2,121,512 $1,557,473 Accounts receivable: Oil and gas sales 1,539,562 1,004,704 --------- --------- Total current assets $3,661,074 $2,562,177
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,469,366 2,226,122
DEFERRED CHARGE 601,624 625,308 --------- --------- $6,732,064 $5,413,607 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 347,424 $ 273,971 Accrued liability - other (Note 1) - 26,672 Gas imbalance payable 96,957 108,636 Asset retirement obligation - current (Note 1) 41,485 34,994 --------- --------- Total current liabilities $ 485,866 $ 444,273
LONG-TERM LIABILITIES: Accrued liability $ 155,405 $ 179,306 Asset retirement obligation (Note 1) 863,302 358,676 --------- --------- Total long-term liabilities $1,018,707 $ 537,982
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 132,231) ($ 201,586) Limited Partners, issued and outstanding, 484,283 Units 5,359,722 4,632,938 --------- --------- Total Partners' capital $5,227,491 $4,431,352 --------- --------- $6,732,064 $5,413,607 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $7,734,290 $5,941,698 $5,580,423 Interest income 31,829 10,049 7,152 Gain on sale of oil and gas properties - 27,282 9,595 Other income - 328 - --------- --------- --------- $7,766,119 $5,979,357 $5,597,170
COSTS AND EXPENSES: Lease operating $1,277,746 $1,213,209 $1,091,063 Production tax 428,041 326,791 316,696 Depreciation, depletion, and amortization of oil and gas properties 401,555 216,390 211,157 General and administrative 561,287 556,269 561,271 --------- --------- --------- $2,668,629 $2,312,659 $2,180,187 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $5,097,490 $3,666,698 $3,416,983
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 5,849 --------- --------- --------- NET INCOME $5,097,490 $3,666,698 $3,422,832 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 542,706 $ 382,655 $ 360,046 ========= ========= =========
LIMITED PARTNERS - NET INCOME $4,554,784 $3,284,043 $3,062,786 ========= ========= =========
NET INCOME per Unit $ 9.41 $ 6.78 $ 6.32 ========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $3,811,109 ($241,784) $3,569,325 Net income 3,062,786 360,046 3,422,832 Cash distributions ( 2,437,000) ( 350,333) ( 2,787,333) --------- ------- ---------
Balance, Dec. 31, 2003 $4,436,895 ($232,071) $4,204,824 Net income 3,284,043 382,655 3,666,698 Cash distributions ( 3,088,000) ( 352,170) ( 3,440,170) --------- ------- ---------
Balance, Dec. 31, 2004 $4,632,938 ($201,586) $4,431,352 Net income 4,554,784 542,706 5,097,490 Cash distributions ( 3,828,000) ( 473,351) ( 4,301,351) --------- ------- ---------
Balance, Dec. 31, 2005 $5,359,722 ($132,231) $5,227,491 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $5,097,490 $3,666,698 $3,422,832 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 5,849) Depreciation, depletion, and amortization of oil and gas properties 401,555 216,390 211,157 Gain on sale of oil and gas properties - ( 27,282) ( 9,595) Settlement of asset retirement obligation ( 188) ( 14) - Increase in accounts receivable - oil and gas sales ( 534,858) ( 243,088) ( 103,117) Decrease in deferred charge 23,684 24,792 6,189 Increase in accounts payable 48,524 24,563 7,993 Decrease in accrued liability - other ( 26,672) - - Increase (decrease) in gas imbalance payable ( 11,679) 17,173 ( 3,805) Decrease in accrued liability ( 23,901) ( 28,289) ( 9,727) --------- --------- --------- Net cash provided by operating activities $4,973,955 $3,650,943 $3,516,078 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 135,847) ($ 81,909) ($ 102,903) Proceeds from sale of oil and gas properties 27,282 - 8,732 --------- --------- --------- Net cash used by investing activities ($ 108,565) ($ 81,909) ($ 94,171) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,301,351) ($3,440,170) ($2,787,333) --------- --------- --------- Net cash used by financing activities ($4,301,351) ($3,440,170) ($2,787,333) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 564,039 $ 128,864 $ 634,574
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,557,473 1,428,609 794,035 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $2,121,512 $1,557,473 $1,428,609 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma limited partnership, and Geodyne Production Partnership II-B, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,604,547 $1,079,057 Accounts receivable: Oil and gas sales 1,127,488 750,466 --------- --------- Total current assets $2,732,035 $1,829,523
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,544,218 1,590,243
DEFERRED CHARGE 271,456 252,768 --------- --------- $4,547,709 $3,672,534 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 229,602 $ 202,172 Gas imbalance payable 35,564 39,527 Asset retirement obligation - current (Note 1) 11,476 17,122 --------- --------- Total current liabilities $ 276,642 $ 258,821
LONG-TERM LIABILITIES: Accrued liability $ 72,442 $ 42,599 Asset retirement obligation (Note 1) 372,410 193,076 --------- --------- Total long-term liabilities $ 444,852 $ 235,675
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 178,888) ($ 232,828) Limited Partners, issued and outstanding, 361,719 Units 4,005,103 3,410,866 --------- --------- Total Partners' capital $3,826,215 $3,178,038 --------- --------- $4,547,709 $3,672,534 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $5,726,829 $4,385,735 $3,857,240 Interest income 21,723 6,980 4,467 Gain on sale of oil and gas properties - 32,405 2,469 Other income - 1,353 - --------- --------- --------- $5,748,552 $4,426,473 $3,864,176
COSTS AND EXPENSES: Lease operating $ 959,524 $ 886,104 $ 760,713 Production tax 331,903 254,136 237,599 Depreciation, depletion, and amortization of oil and gas properties 316,205 154,459 154,363 General and administrative 427,005 421,360 424,644 --------- --------- --------- $2,034,637 $1,716,059 $1,577,319 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $3,713,915 $2,710,414 $2,286,857
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 4,347 --------- --------- ---------
NET INCOME $3,713,915 $2,710,414 $2,291,204 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 397,678 $ 281,206 $ 242,175 ========= ========= ========= LIMITED PARTNERS - NET INCOME $3,316,237 $2,429,208 $2,049,029 ========= ========= ========= NET INCOME per Unit $ 9.17 $ 6.72 $ 5.66 ========= ========= ========= UNITS OUTSTANDING 361,719 361,719 361,719 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $2,826,629 ($264,786) $2,561,843 Net income 2,049,029 242,175 2,291,204 Cash distributions ( 1,672,000) ( 232,196) ( 1,904,196) --------- ------- ---------
Balance, Dec. 31, 2003 $3,203,658 ($254,807) $2,948,851 Net income 2,429,208 281,206 2,710,414 Cash distributions ( 2,222,000) ( 259,227) ( 2,481,227) --------- ------- ---------
Balance, Dec. 31, 2004 $3,410,866 ($232,828) $3,178,038 Net income 3,316,237 397,678 3,713,915 Cash distributions ( 2,722,000) ( 343,738) ( 3,065,738) --------- ------- ---------
Balance, Dec. 31, 2005 $4,005,103 ($178,888) $3,826,215 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,713,915 $2,710,414 $2,291,204 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - ( 4,347) Depreciation, depletion, and amortization of oil and gas properties 316,205 154,459 154,363 Gain on sale of oil and gas properties - ( 32,405) ( 2,469) Settlement of asset retirement obligation ( 58) ( 3) - Increase in accounts receivable ( 377,022) ( 203,829) ( 65,635) (Increase) decrease in deferred charge ( 18,688) ( 14,633) 7,376 Increase in accounts payable 2,816 68,305 6,715 Decrease in gas imbalance payable ( 3,963) ( 7,749) ( 376) Increase (decrease) in accrued liability 29,843 ( 6,174) ( 3,909) --------- --------- --------- Net cash provided by operating activities $3,663,048 $2,668,385 $2,382,922 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 104,225) ($ 41,891) ($ 24,971) Proceeds from sale of oil and gas properties 32,405 - 1,968 --------- --------- --------- Net cash used by investing activities ($ 71,820) ($ 41,891) ($ 23,003) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,065,738) ($2,481,227) ($1,904,196) --------- --------- ---------
Net cash used by financing activities ($3,065,738) ($2,481,227) ($1,904,196) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 525,490 $ 145,267 $ 455,723
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,079,057 933,790 478,067 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,604,547 $1,079,057 $ 933,790 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma limited partnership, and Geodyne Production Partnership II-C, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 812,768 $ 506,061 Accounts receivable: Oil and gas sales 643,141 365,499 --------- --------- Total current assets $1,455,909 $ 871,560
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 728,242 729,670
DEFERRED CHARGE 155,926 121,531 --------- --------- $2,340,077 $1,722,761 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 127,265 $ 77,395 Gas imbalance payable 13,454 22,040 Asset retirement obligation - current (Note 1) 9,569 10,892 --------- --------- Total current liabilities $ 150,288 $ 110,327
LONG-TERM LIABILITIES: Accrued liability $ 44,603 $ 34,323 Asset retirement obligation (Note 1) 131,222 62,682 --------- --------- Total long-term liabilities $ 175,825 $ 97,005
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 57,416) ($ 96,672) Limited Partners, issued and outstanding, 154,621 Units 2,071,380 1,612,101 --------- --------- Total Partners' capital $2,013,964 $1,515,429 --------- --------- $2,340,077 $1,722,761 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,030,291 $2,119,207 $1,898,285 Interest income 10,553 3,246 2,153 Gain on sale of oil and gas properties - 13,888 768 Other income - 201 - --------- --------- --------- $3,040,844 $2,136,542 $1,901,206
COSTS AND EXPENSES: Lease operating $ 406,720 $ 386,170 $ 356,027 Production tax 202,774 137,840 128,606 Depreciation, depletion, and amortization of oil and gas properties 123,106 70,771 83,672 General and administrative 200,129 193,431 193,823 --------- --------- --------- $ 932,729 $ 788,212 $ 762,128 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,108,115 $1,348,330 $1,139,078
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 74 --------- --------- ---------
NET INCOME $2,108,115 $1,348,330 $1,139,152 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 220,836 $ 139,610 $ 121,224 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,887,279 $1,208,720 $1,017,928 ========= ========= =========
NET INCOME per Unit $ 12.21 $ 7.82 $ 6.58 ========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $1,370,453 ($ 98,831) $1,271,622 Net income 1,017,928 121,224 1,139,152 Cash distributions ( 839,000) ( 128,811) ( 967,811) --------- ------- ---------
Balance, Dec. 31, 2003 $1,549,381 ($106,418) $1,442,963 Net income 1,208,720 139,610 1,348,330 Cash distributions ( 1,146,000) ( 129,864) ( 1,275,864) --------- ------- ---------
Balance, Dec. 31, 2004 $1,612,101 ($ 96,672) $1,515,429 Net income 1,887,279 220,836 2,108,115 Cash distributions ( 1,428,000) ( 181,580) ( 1,609,580) --------- ------- ---------
Balance, Dec. 31, 2005 $2,071,380 ($ 57,416) $2,013,964 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,108,115 $1,348,330 $1,139,152 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 74) Depreciation, depletion, and amortization of oil and gas properties 123,106 70,771 83,672 Gain on sale of oil and gas properties - ( 13,888) ( 768) Settlement of asset retirement obligation ( 40) ( 145) ( 91) Increase in accounts receivable - oil and gas sales ( 277,642) ( 97,713) ( 31,445) (Increase) decrease in deferred charge ( 34,395) 1,713 6,833 Increase in accounts payable 38,365 17,570 6,177 Decrease in gas imbalance payable ( 8,586) ( 3,912) ( 732) Increase (decrease) in accrued liability 10,280 ( 1,111) 5,619 --------- --------- --------- Net cash provided by operating activities $1,959,203 $1,321,615 $1,208,343 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 56,804) ($ 7,250) ($ 24,478) Proceeds from sale of oil and gas properties 13,888 - 739 --------- --------- --------- Net cash used by investing activities ($ 42,916) ($ 7,250) ($ 23,739) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,609,580) ($1,275,864) ($ 967,811) --------- --------- --------- Net cash used by financing activities ($1,609,580) ($1,275,864) ($ 967,811) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 306,707 $ 38,501 $ 216,793
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 506,061 467,560 250,767 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 812,768 $ 506,061 $ 467,560 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma limited partnership, and Geodyne Production Partnership II-D, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,661,561 $ 967,251 Accounts receivable: Oil and gas sales 1,544,131 754,092 --------- --------- Total current assets $3,205,692 $1,721,343
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,559,585 1,385,376
DEFERRED CHARGE 371,875 345,329 --------- --------- $5,137,152 $3,452,048 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 181,287 $ 157,313 Gas imbalance payable 17,598 22,596 Asset retirement obligation - current (Note 1) 45,216 25,732 --------- --------- Total current liabilities $ 244,101 $ 205,641
LONG-TERM LIABILITIES: Accrued liability $ 102,928 $ 109,349 Asset retirement obligation (Note 1) 403,397 161,328 --------- --------- Total long-term liabilities $ 506,325 $ 270,677
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 65,352) ($ 174,338) Limited Partners, issued and outstanding, 314,878 Units 4,452,078 3,150,068 --------- --------- Total Partners' capital $4,386,726 $2,975,730 --------- --------- $5,137,152 $3,452,048 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ------------ REVENUES: Oil and gas sales $6,460,428 $4,396,651 $3,898,950 Interest income 20,757 6,614 4,000 Gain on sale of oil and gas properties - - 8,060 Other income 8,411 - - --------- --------- --------- $6,489,596 $4,403,265 $3,911,010
COSTS AND EXPENSES: Lease operating $ 812,104 $ 883,402 $ 822,321 Production tax 458,087 283,524 253,430 Depreciation, depletion, and amortization of oil and gas properties 238,808 173,296 281,034 General and administrative 375,678 369,797 372,496 --------- --------- --------- $1,884,677 $1,710,019 $1,729,281 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $4,604,919 $2,693,246 $2,181,729
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 2,344) --------- --------- ---------
NET INCOME $4,604,919 $2,693,246 $2,179,385 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 479,909 $ 284,260 $ 243,043 ========= ========= =========
LIMITED PARTNERS - NET INCOME $4,125,010 $2,408,986 $1,936,342 ========= ========= =========
NET INCOME per Unit $ 13.10 $ 7.65 $ 6.15 ========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $2,695,740 ($ 76,044) $2,619,696 Net income 1,936,342 243,043 2,179,385 Cash distributions ( 1,577,000) ( 357,286) ( 1,934,286) --------- ------- ---------
Balance, Dec. 31, 2003 $3,055,082 ($190,287) $2,864,795 Net income 2,408,986 284,260 2,693,246 Cash distributions (2,314,000) ( 268,311) ( 2,582,311) --------- ------- ---------
Balance, Dec. 31, 2004 $3,150,068 ($174,338) $2,975,730 Net income 4,125,010 479,909 4,604,919 Cash distributions ( 2,823,000) ( 370,923) ( 3,193,923) --------- ------- ---------
Balance, Dec. 31, 2005 $4,452,078 ($ 65,352) $4,386,726 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,604,919 $2,693,246 $2,179,385 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 2,344 Depreciation, depletion, and amortization of oil and gas properties 238,808 173,296 281,034 Gain on sale of oil and gas properties - - ( 8,060) Settlement of asset retirement obligation - ( 1,448) ( 1,044) Increase in accounts receivable - oil and gas sales ( 790,039) ( 194,913) ( 46,600) (Increase) decrease in deferred charge ( 26,546) 7,063 6,307 Increase (decrease) in accounts payable 25,071 ( 10,632) 10,303 Increase (decrease) in gas imbalance payable ( 4,998) ( 21,102) 1,330 Increase (decrease) in accrued liability ( 6,421) 10,719 2,136 --------- --------- --------- Net cash provided by operating activities $4,040,794 $2,656,229 $2,427,135 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 180,012) ($ 15,322) ($ 153,431) Proceeds from sale of oil and gas properties 27,451 - 8,060 --------- --------- --------- Net cash used by investing activities ($ 152,561) ($ 15,322) ($ 145,371) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,193,923) ($2,582,311) ($1,934,286) --------- --------- --------- Net cash used by financing activities ($3,193,923) ($2,582,311) ($1,934,286) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 694,310 $ 58,596 $ 347,478
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 967,251 908,655 561,177 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,661,561 $ 967,251 $ 908,655 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma limited partnership, and Geodyne Production Partnership II-E, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------ 2005 2004 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $1,290,961 $ 680,844 Accounts receivable: Oil and gas sales 822,197 453,868 --------- --------- Total current assets $2,113,158 $1,134,712
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,209,059 1,246,328
DEFERRED CHARGE 209,941 208,295 --------- --------- $3,532,158 $2,589,335 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 128,602 $ 180,564 Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 6,501 24,458 --------- --------- Total current liabilities $ 178,527 $ 248,446
LONG-TERM LIABILITIES: Accrued liability $ 25,448 $ 10,668 Asset retirement obligation(Note 1) 230,556 77,986 --------- --------- Total long-term liabilities $ 256,004 $ 88,654
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 67,016) ($ 132,096) Limited Partners, issued and outstanding, 228,821 Units 3,164,643 2,384,331 --------- --------- Total Partners' capital $3,097,627 $2,252,235 --------- --------- $3,532,158 $2,589,335 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ----------
REVENUES: Oil and gas sales $3,949,949 $2,788,915 $2,747,176 Interest income 13,967 4,783 3,318 Gain on sale of oil and gas properties 193 9,419 21,407 Other income 5,177 1,920 - --------- --------- --------- $3,969,286 $2,805,037 $2,771,901
COSTS AND EXPENSES: Lease operating $ 503,196 $ 494,357 $ 470,669 Production tax 281,131 189,382 194,259 Depreciation, depletion, and amortization of oil and gas properties 204,315 201,433 137,213 General and administrative 281,418 276,031 278,935 --------- --------- --------- $1,270,060 $1,161,203 $1,081,076 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,699,226 $1,643,834 $1,690,825
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 3,090 --------- --------- ---------
NET INCOME $2,699,226 $1,643,834 $1,693,915 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 286,914 $ 181,054 $ 181,131 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,412,312 $1,462,780 $1,512,784 ========= ========= =========
NET INCOME per Unit $ 10.54 $ 6.39 $ 6.61 ========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $2,380,767 ($131,864) $2,248,903 Net income 1,512,784 181,131 1,693,915 Cash distributions ( 1,374,000) ( 178,440) ( 1,552,440) --------- ------- ---------
Balance, Dec. 31, 2003 $2,519,551 ($129,173) $2,390,378 Net income 1,462,780 181,054 1,643,834 Cash distributions ( 1,598,000) ( 183,977) ( 1,781,977) --------- ------- ---------
Balance, Dec. 31, 2004 $2,384,331 ($132,096) $2,252,235 Net income 2,412,312 286,914 2,699,226 Cash distributions ( 1,632,000) ( 221,834) ( 1,853,834) --------- ------- ---------
Balance, Dec. 31, 2005 $3,164,643 ($ 67,016) $3,097,627 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,699,226 $1,643,834 $1,693,915 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 3,090) Depreciation, depletion, and amortization of oil and gas properties 204,315 201,433 137,213 Gain on sale of oil and gas properties ( 193) ( 9,419) ( 21,407) Settlement of asset retirement obligation ( 275) - - Increase in accounts receivable - oil and gas sales ( 368,329) ( 90,442) ( 439) (Increase) decrease in deferred charge ( 1,646) ( 405) 1,407 Increase (decrease) in accounts payable ( 48,829) 93,274 ( 3,590) Decrease in gas imbalance payable - - ( 19) Increase in accrued liability 14,780 2,515 889 --------- --------- --------- Net cash provided by operating activities $2,499,049 $1,840,790 $1,804,879 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 35,098) ($ 25,206) ($ 24,348) Proceeds from sale of oil and gas properties - 8,569 22,535 --------- --------- --------- Net cash used by investing activities ($ 35,098) ($ 16,637) ($ 1,813) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,853,834) ($1,781,977) ($1,552,440) --------- --------- --------- Net cash used by financing activities ($1,853,834) ($1,781,977) ($1,552,440) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 610,117 $ 42,176 $ 250,626
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 680,844 638,668 388,042 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,290,961 $ 680,844 $ 638,668 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma limited partnership, and Geodyne Production Partnership II-F, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 921,812 $ 657,406 Accounts receivable: Oil and gas sales 819,472 457,333 --------- --------- Total current assets $1,741,284 $1,114,739
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,169,138 1,187,019
DEFERRED CHARGE 30,727 35,102 --------- --------- $2,941,149 $2,336,860 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 148,786 $ 235,395 Gas imbalance payable 2,312 3,392 Asset retirement obligation - current (Note 1) 1,909 6,987 --------- --------- Total current liabilities $ 153,007 $ 245,774
LONG-TERM LIABILITIES: Accrued liability $ 26,676 $ 20,227 Asset retirement obligation (Note 1) 195,940 95,331 --------- --------- Total long-term liabilities $ 222,616 $ 115,558
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 46,261) ($ 98,202) Limited Partners, issued and outstanding, 171,400 Units 2,611,787 2,073,730 --------- --------- Total Partners' capital $2,565,526 $1,975,528 --------- --------- $2,941,149 $2,336,860 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,860,385 $2,876,134 $2,639,281 Interest income 14,042 4,458 3,228 Gain on sale of oil and gas properties 471 24,162 58,644 Other income - 4,694 - --------- --------- --------- $3,874,898 $2,909,448 $2,701,153
COSTS AND EXPENSES: Lease operating $ 420,455 $ 425,498 $ 407,571 Production tax 239,774 183,457 165,636 Depreciation, depletion, and amortization of oil and gas properties 135,289 216,694 135,340 General and administrative 217,348 211,681 213,797 --------- --------- --------- $1,012,866 $1,037,330 $ 922,344 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,862,032 $1,872,118 $1,778,809
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 4,938 --------- --------- ---------
NET INCOME $2,862,032 $1,872,118 $1,783,747 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 296,975 $ 203,874 $ 189,788 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,565,057 $1,668,244 $1,593,959 ========= ========= =========
NET INCOME per Unit $ 14.97 $ 9.73 $ 9.30 ========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $2,155,527 ($ 95,526) $2,060,001 Net income 1,593,959 189,788 1,783,747 Cash distributions ( 1,532,000) ( 185,679) ( 1,717,679) --------- ------- ---------
Balance, Dec. 31, 2003 $2,217,486 ($ 91,417) $2,126,069 Net income 1,668,244 203,874 1,872,118 Cash distributions ( 1,812,000) ( 210,659) ( 2,022,659) --------- ------- ---------
Balance, Dec. 31, 2004 $2,073,730 ($ 98,202) $1,975,528 Net income 2,565,057 296,975 2,862,032 Cash distributions ( 2,027,000) ( 245,034) ( 2,272,034) --------- ------- ---------
Balance, Dec. 31, 2005 $2,611,787 ($ 46,261) $2,565,526 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,862,032 $1,872,118 $1,783,747 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 4,938) Depreciation, depletion, and amortization of oil and gas properties 135,289 216,694 135,340 Gain on sale of oil and gas properties ( 471) ( 24,162) ( 58,644) Settlement of asset retirement obligation ( 670) - - Increase in accounts receivable - oil and gas sales ( 362,139) ( 102,614) ( 2,378) (Increase) decrease in deferred charge 4,375 ( 2,203) 3,875 Increase (decrease) in accounts payable ( 78,813) 157,363 ( 5,607) Decrease in gas imbalance payable ( 1,080) ( 163) ( 3,146) Increase in accrued liability 6,449 3,282 1,502 --------- --------- --------- Net cash provided by operating activities $2,564,972 $2,120,315 $1,849,751 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 28,532) ($ 67,560) ($ 41,415) Proceeds from sale of oil and gas properties - 22,941 60,479 --------- --------- --------- Net cash provided (used) by investing activities ($ 28,532) ($ 44,619) $ 19,064 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,272,034) ($2,022,659) ($1,717,679) --------- --------- --------- Net cash used by financing activities ($2,272,034) ($2,022,659) ($1,717,679) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 264,406 $ 53,037 $ 151,136
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 657,406 604,369 453,233 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 921,812 $ 657,406 $ 604,369 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma limited partnership, and Geodyne Production Partnership II-G, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,970,349 $1,401,928 Accounts receivable: Oil and gas sales 1,749,695 972,620 --------- --------- Total current assets $3,720,044 $2,374,548
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,514,404 2,554,683
DEFERRED CHARGE 65,542 75,307 --------- --------- $6,299,990 $5,004,538 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 314,015 $ 498,893 Gas imbalance payable 15,317 11,846 Asset retirement obligation - current (Note 1) 3,988 15,421 --------- --------- Total current liabilities $ 333,320 $ 526,160
LONG-TERM LIABILITIES: Accrued liability $ 45,118 $ 35,560 Asset retirement obligation (Note 1) 420,055 203,216 --------- --------- Total long-term liabilities $ 465,173 $ 238,776
PARTNERS' CAPITAL (DEFICIT): General Partner $ 9,830 ($ 101,669) Limited Partners, issued and outstanding, 372,189 Units 5,491,667 4,341,271 --------- --------- Total Partners' capital $5,501,497 $4,239,602 --------- --------- $6,299,990 $5,004,538 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $8,215,826 $6,116,875 $5,605,691 Interest income 30,374 9,689 6,983 Gain on sale of oil and gas properties 986 50,598 123,707 Other income - 9,816 - --------- --------- --------- $8,247,186 $6,186,978 $5,736,381
COSTS AND EXPENSES: Lease operating $ 903,789 $ 908,097 $ 867,617 Production tax 511,883 392,707 353,554 Depreciation, depletion, and amortization of oil and gas properties 291,333 472,405 290,209 General and administrative 437,316 432,673 437,597 --------- --------- --------- $2,144,321 $2,205,882 $1,948,977 --------- --------- --------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $6,102,865 $3,981,096 $3,787,404
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 10,247 --------- --------- ---------
NET INCOME $6,102,865 $3,981,096 $3,797,651 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 633,469 $ 434,649 $ 404,263 ========= ========= =========
LIMITED PARTNERS - NET INCOME $5,469,396 $3,546,447 $3,393,388 ========= ========= =========
NET INCOME per Unit $ 14.70 $ 9.53 $ 9.12 ========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $4,501,436 ($ 97,205) $4,404,231 Net income 3,393,388 404,263 3,797,651 Cash distributions ( 3,248,000) ( 394,567) ( 3,642,567) --------- ------- ---------
Balance, Dec. 31, 2003 $4,646,824 ($ 87,509) $4,559,315 Net income 3,546,447 434,649 3,981,096 Cash distributions ( 3,852,000) ( 448,809) ( 4,300,809) --------- ------- ---------
Balance, Dec. 31, 2004 $4,341,271 ($101,669) $4,239,602 Net income 5,469,396 633,469 6,102,865 Cash distributions ( 4,319,000) ( 521,970) ( 4,840,970) --------- ------- ---------
Balance, Dec. 31, 2005 $5,491,667 $ 9,830 $5,501,497 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $6,102,865 $3,981,096 $3,797,651 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 10,247) Depreciation, depletion, and amortization of oil and gas properties 291,333 472,405 290,209 Gain on sale of oil and gas properties ( 986) ( 50,598) ( 123,707) Settlement of asset retirement obligation ( 1,398) - - Increase in accounts receivable - oil and gas sales ( 777,075) ( 219,641) ( 7,450) (Increase) decrease in deferred charge 9,765 ( 4,069) 7,898 Increase (decrease) in accounts payable ( 167,501) 333,390 ( 14,303) Increase (decrease) in gas imbalance payable 3,471 1,755 ( 6,816) Increase in accrued liability 9,558 3,892 593 --------- --------- --------- Net cash provided by operating activities $5,470,032 $4,518,230 $3,933,828 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 60,641) ($ 148,393) ($ 93,448) Proceeds from sale of oil and gas properties - 48,031 127,575 --------- --------- --------- Net cash provided (used) by investing activities ($ 60,641) ($ 100,362) $ 34,127 --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,840,970) ($4,300,809) ($3,642,567) --------- --------- --------- Net cash used by financing activities ($4,840,970) ($4,300,809) ($3,642,567) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 568,421 $ 117,059 $ 325,388
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,401,928 1,284,869 959,481 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,970,349 $1,401,928 $1,284,869 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma limited partnership, and Geodyne Production Partnership II-H, an Oklahoma general partnership, at December 31, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under the heading "Asset Retirement Obligation," effective January 1, 2003 the Partnerships changed the manner in which they account for asset retirement obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma March 29, 2006
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 2005 and 2004
ASSETS ------
2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 465,378 $ 329,148 Accounts receivable: Oil and gas sales 409,173 232,187 --------- --------- Total current assets $ 874,551 $ 561,335
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 597,072 605,801
DEFERRED CHARGE 16,952 19,734 --------- --------- $1,488,575 $1,186,870 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 73,876 $ 118,306 Asset retirement obligation - current (Note 1) 922 3,884 --------- --------- Total current liabilities $ 74,798 $ 122,190
LONG-TERM LIABILITIES: Accrued liability $ 15,003 $ 11,907 Asset retirement obligation (Note 1) 102,427 49,677 --------- --------- Total long-term liabilities $ 117,430 $ 61,584
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 28,897) ($ 54,377) Limited Partners, issued and outstanding, 91,711 Units 1,325,244 1,057,473 --------- --------- Total Partners' capital $1,296,347 $1,003,096 --------- --------- $1,488,575 $1,186,870 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Operations For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,948,662 $1,460,050 $1,335,792 Interest income 6,886 2,181 1,545 Gain on sale of oil and gas properties 229 11,749 29,085 Other income - 2,270 - --------- --------- --------- $1,955,777 $1,476,250 $1,366,422
COSTS AND EXPENSES: Lease operating $ 215,752 $ 219,811 $ 210,552 Production tax 122,857 94,648 84,803 Depreciation, depletion, and amortization of oil and gas properties 69,028 113,970 68,778 General and administrative 130,034 123,960 124,953 --------- --------- --------- $ 537,671 $ 552,389 $ 489,086 --------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,418,106 $ 923,861 $ 877,336
Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - 2,536 --------- --------- --------- NET INCOME $1,418,106 $ 923,861 $ 879,872 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 147,335 $ 101,267 $ 93,794 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,270,771 $ 822,594 $ 786,078 ========= ========= =========
NET INCOME per Unit $ 13.86 $ 8.97 $ 8.57 ========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2005, 2004, and 2003
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 2002 $1,090,801 ($ 53,547) $1,037,254 Net income 786,078 93,794 879,872 Cash distributions ( 745,000) ( 91,293) ( 836,293) --------- ------- ---------
Balance, Dec. 31, 2003 $1,131,879 ($ 51,046) $1,080,833 Net income 822,594 101,267 923,861 Cash distributions ( 897,000) ( 104,598) ( 1,001,598) --------- ------- ---------
Balance, Dec. 31, 2004 $1,057,473 ($ 54,377) $1,003,096 Net income 1,270,771 147,335 1,418,106 Cash distributions ( 1,003,000) ( 121,855) ( 1,124,855) --------- ------- ---------
Balance, Dec. 31, 2005 $1,325,244 ($ 28,897) $1,296,347 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Cash Flows For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003 ------------ ------------ ----------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,418,106 $ 923,861 $879,872 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) - - ( 2,536) Depreciation, depletion, and amortization of oil and gas properties 69,028 113,970 68,778 Gain on sale of oil and gas properties ( 229) ( 11,749) ( 29,085) Settlement of asset retirement obligation ( 323) - - Increase in accounts receivable - oil and gas sales ( 176,986) ( 52,753) ( 2,895) (Increase) decrease in deferred charge 2,782 ( 1,154) 2,057 Increase (decrease) in accounts payable ( 39,946) 77,834 ( 3,238) Decrease in gas imbalance payable - - ( 3,596) Increase in accrued liability 3,096 1,872 1,956 --------- --------- ------- Net cash provided by operating activities $1,275,528 $1,051,881 $911,313 --------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,443) ($ 37,380) ($ 24,574) Proceeds from sale of oil and gas properties - 11,149 29,981 --------- --------- ------- Net cash provided (used) by investing activities ($ 14,443) ($ 26,231) $ 5,407 --------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,124,855) ($1,001,598) ($836,293) --------- --------- ------- Net cash used by financing activities ($1,124,855) ($1,001,598) ($836,293) --------- --------- -------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 136,230 $ 24,052 $ 80,427
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 329,148 305,096 224,669 --------- --------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 465,378 $ 329,148 $305,096 ========= ========= =======
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME PROGRAM II Notes to Combined Financial Statements For the Years Ended December 31, 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 each Partnership. Each Partnership is a general partner in the related Geodyne Production Partnership (the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions.
Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300 II-B October 14,1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100
The Partnerships would have terminated on December 31, 2001 in accordance with the partnership agreements for the Partnerships. However, such partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for their third two-year extension thereby extending their termination date to December 31, 2007.
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 ----------- ----------- ----------------- II-A 153,277 31.65% II-B 106,568 29.46% II-C 54,028 34.94% II-D 97,751 31.04% II-E 76,371 33.38% II-F 48,424 28.25% II-G 82,993 22.30% II-H 28,721 31.32%
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 combination of the allocation provisions in each Partnership's limited partnership agreement and each Production Partnership's partnership agreement (collectively, the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1) ------------------ ------------------ General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(2) - ------------------------ Sales commissions, pay- ment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(3) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(3) 5% 95% 15% 85%
Income(2) - ------------------------ Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(3) 5% 95% 15% 85% Gain on sale of produc- ing properties(3) 5% 95% 15% 85% All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total original Limited Partner subscriptions. (2) The allocations in the table result generally from the combined effect of the allocation provisions in the Partnership Agreements. For example, the costs incurred in development drilling are allocated 95.9596% to the limited partnership and 4.0404% to the managing partner. The 95.9596% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 95% of such costs and the General Partner is allocated 5% of such costs. (3) If at payout the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the general partner and managing partner will increase to only 10% and the percentage allocated to the Limited Partners will decrease to only 90%. Thereafter, if the
distribution to Limited Partners reaches an average annual rate of 12% the allocation will change to 15% to the general partner and managing partner and 85% to the Limited Partners.
All Partnerships have achieved payout. After payout, operations and revenues for the Partnerships have been and will be allocated using the 10% / 90% after payout percentages as described in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. The depreciation, depletion, and amortization rates, which include accretion of the asset retirement obligation, per equivalent barrel of oil produced during the years ended December 31, 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003 ----------- ----- ----- -----
II-A $2.41 $1.25 $1.09 II-B 2.51 1.17 1.14 II-C 1.79 1.08 1.22 II-D 1.63 1.26 1.95 II-E 2.31 2.33 1.41 II-F 1.53 2.32 1.37 II-G 1.55 2.39 1.39 II-H 1.54 2.42 1.38
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 annual average 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 ----------- ------- -------- ------- --------
II-A 526,539 $601,624 547,267 $625,308 II-B 230,226 271,456 220,054 252,768 II-C 195,069 155,926 169,216 121,531 II-D 470,689 371,875 447,143 345,329 II-E 326,359 209,941 324,938 208,295 II-F 54,651 30,727 62,433 35,102 II-G 117,353 65,542 134,837 75,307 II-H 28,476 16,952 33,149 19,734
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2004 for the II-A Partnership 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 Partnership 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 annual average 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 ----------- ------- -------- ------- --------
II-A 136,010 $155,405 156,928 $179,306 II-B 56,172 72,442 39,928 42,599 II-C 55,517 44,603 47,790 34,323 II-D 133,275 102,928 141,589 109,349 II-E 29,560 25,448 16,801 10,668 II-F 35,503 26,676 29,564 20,227 II-G 68,713 45,118 60,048 35,560 II-H 18,994 15,003 16,145 11,907
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices for which the Partnerships are currently settling this liability. At December 31, 2005 and 2004 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2005 2004 ------------------- ----------------- Partnership Mcf Amount Mcf Amount ----------- ------ -------- ------ --------
II-A 64,638 $96,957 72,424 $108,636 II-B 23,709 35,564 26,351 39,527 II-C 8,969 13,454 14,693 22,040 II-D 11,732 17,598 15,064 22,596 II-E 28,949 43,424 28,949 43,424 II-F 1,541 2,312 2,261 3,392 II-G 10,211 15,317 7,897 11,846 II-H - - - -
These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, asset retirement obligations, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements.
Asset Retirement Obligation
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 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 II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships
recognized approximately $167,000, $71,000, $25,000, $89,000, $49,000, $27,000, $58,000, and $14,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties.
The components of the change in asset retirement obligations for the year ended December 31, 2005 and 2004 are as shown below.
II-A Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $393,670 $277,914 Additions 6,908 78 Revisions 466,239 105,047 Settlement and disposals ( 1,820) ( 418) Accretion expense 39,790 11,049 ------- ------- Total Asset Retirement Obligation, December 31 $904,787 $393,670 ======= ======= Asset Retirement Obligation - Current $ 41,485 $ 34,994 Asset Retirement Obligation - Long-Term 863,302 358,676
II-B Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $210,198 $202,141 Additions 2,149 - Revisions 155,638 - Settlement and disposals ( 987) ( 51) Accretion expense 16,888 8,108 ------- ------- Total Asset Retirement Obligation, December 31 $383,886 $210,198 ======= ======= Asset Retirement Obligation - Current $ 11,476 $ 17,122 Asset Retirement Obligation - Long-Term 372,410 193,076
II-C Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $ 73,574 $ 71,173 Additions 212 - Revisions 61,173 - Settlement and disposals ( 673) ( 691) Accretion expense 6,505 3,092 ------- ------- Total Asset Retirement Obligation, December 31 $140,791 $ 73,574 ======= ======= Asset Retirement Obligation - Current $ 9,569 $ 10,892 Asset Retirement Obligation - Long-Term 131,222 62,682
II-D Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $187,060 $185,990 Additions 2,210 - Revisions 238,232 - Settlement and disposals - ( 6,957) Accretion expense 21,111 8,027 ------- ------- Total Asset Retirement Obligation, December 31 $448,613 $187,060 ======= ======= Asset Retirement Obligation - Current $ 45,216 $ 25,732 Asset Retirement Obligation - Long-Term 403,397 161,328
II-E Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $102,444 $ 98,320 Additions 441 14 Revisions 123,724 - Settlement and disposals ( 692) ( 132) Accretion expense 11,140 4,242 ------- ------- Total Asset Retirement Obligation, December 31 $237,057 $102,444 ======= ======= Asset Retirement Obligation - Current $ 6,501 $ 24,458 Asset Retirement Obligation - Long-Term 230,556 77,986
II-F Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $102,318 $ 98,166 Additions 1,073 36 Revisions 86,747 - Settlement and disposals ( 1,690) ( 322) Accretion expense 9,401 4,438 ------- ------- Total Asset Retirement Obligation, December 31 $197,849 $102,318 ======= ======= Asset Retirement Obligation - Current $ 1,909 $ 6,987 Asset Retirement Obligation - Long-Term 195,940 95,331
II-G Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $218,637 $209,768 Additions 2,245 76 Revisions 186,533 - Settlement and disposals ( 3,531) ( 673) Accretion expense 20,159 9,466 ------- ------- Total Asset Retirement Obligation, December 31 $424,043 $218,637 ======= ======= Asset Retirement Obligation - Current $ 3,988 $ 15,421 Asset Retirement Obligation - Long-Term 420,055 203,216
II-H Partnership ----------------
2005 2004 ---------- ----------
Total Asset Retirement Obligation, January 1 $ 53,561 $ 51,379 Additions 520 17 Revisions 45,175 - Settlement and disposals ( 817) ( 156) Accretion expense 4,910 2,321 ------- ------- Total Asset Retirement Obligation, December 31 $103,349 $ 53,561 ======= ======= Asset Retirement Obligation - Current $ 922 $ 3,884 Asset Retirement Obligation - Long-Term 102,427 49,677
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred by the General Partner. When actual costs incurred benefit other partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2005, 2004, and 2003:
Partnership 2005 2004 2003 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for ten percent or more of each Partnership's combined oil and gas sales for the years ended December 31, 2005, 2004 and 2003:
Partnership Purchaser Percentage - ----------- ------------------------ ------------------------ 2005 2004 2003 ----- ----- ----- II-A BP America Production Co. 14.0% 14.8% 14.6% Cinergy Marketing Company ("Cinergy") 12.5% 16.1% 16.5% Duke Energy Field Services ("Duke") 10.3% 12.3% 15.0%
II-B Cinergy 16.0% 24.1% 26.0% Citation Oil & Gas Corp. ("Citation") 14.8% 13.1% 12.5% Duke - - 14.0%
II-C Cinergy 14.0% 22.3% 23.5% Citation 12.3% 11.6% 10.8% Duke - - 12.8%
II-D Cinergy 12.3% 17.0% 15.2% Vintage Petroleum, Inc. 11.1% 10.3% 11.3% Whiting Petroleum Corp. - 11.8% -
II-E Atlas Pipeline Mid- Continent LLC 13.3% - - Cinergy 12.8% 25.1% 23.6% Duke - - 10.6%
II-F Duke 13.7% 14.7% - Cinergy - 12.3% 13.6% Chevron U.S.A., Inc. - 10.0% -
II-G Duke 13.8% 14.9% - Cinergy - 12.2% 13.4%
II-H Duke 14.0% 15.1% - Cinergy - 11.9% 13.2%
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
The capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2005 and 2004 were as follows:
II-A Partnership ----------------
2005 2004 ------------- -------------
Proved properties $30,038,453 $29,432,867
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 27,569,087) ( 27,206,745) ---------- ---------- Net oil and gas properties $ 2,469,366 $ 2,226,122 ========== ==========
II-B Partnership ----------------
2005 2004 ------------- -------------
Proved properties $20,598,447 $20,343,327
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,054,229) ( 18,753,084) ---------- ---------- Net oil and gas properties $ 1,544,218 $ 1,590,243 ========== ==========
II-C Partnership ----------------
2005 2004 ------------- -------------
Proved properties $ 8,722,127 $ 8,603,091
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 7,993,885) ( 7,873,421) ---------- ---------- Net oil and gas properties $ 728,242 $ 729,670 ========== ==========
II-D Partnership ----------------
2005 2004 ------------- -------------
Proved properties $14,226,782 $13,807,425
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,667,197) ( 12,422,049) ---------- ---------- Net oil and gas properties $ 1,559,585 $ 1,385,376 ========== ==========
II-E Partnership ----------------
2005 2004 ------------- -------------
Proved properties $13,234,154 $13,153,722
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,025,095) ( 11,907,394) ---------- ---------- Net oil and gas properties $ 1,209,059 $ 1,246,328 ========== ==========
II-F Partnership ----------------
2005 2004 ------------- -------------
Proved properties $10,482,766 $10,559,040
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 9,313,628) ( 9,372,021) ---------- ---------- Net oil and gas properties $ 1,169,138 $ 1,187,019 ========== ==========
II-G Partnership ----------------
2005 2004 ------------- -------------
Proved properties $22,459,822 $22,613,534
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,945,418) ( 20,058,851) ---------- ---------- Net oil and gas properties $ 2,514,404 $ 2,554,683 ========== ==========
II-H Partnership ----------------
2005 2004 ------------- -------------
Proved properties $ 5,389,006 $ 5,422,323
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 4,791,934) ( 4,816,522) ---------- ---------- Net oil and gas properties $ 597,072 $ 605,801 ========== ==========
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) ----------- -------- -------- --------
II-A $133,494 $ 93,122 $102,903 II-B 96,434 53,458 24,971 II-C 54,420 11,074 24,478 II-D 151,464 16,239 153,431 II-E 31,965 30,342 24,348 II-F 20,736 79,459 41,415 II-G 43,264 174,306 93,448 II-H 9,960 43,819 24,574
- ----------
(1) Excludes the estimated asset retirement costs for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $466,000, $156,000, $61,000, $238,000, $124,000, $87,000, $187,000, and $45,000, 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 II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $174,000, $125,000, $39,000, $106,000, $61,000, $58,000, $125,000, and $30,000, respectively, recorded as part of the FAS No. 143 implementation.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States of America, for the periods indicated. The proved reserves at December 31, 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 volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
II-A Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 517,852 5,817,550 Production ( 74,313) ( 717,179) Sale of minerals in place ( 3,193) ( 12,518) Extensions and discoveries 14,463 19,843 Revision of previous estimates 123,530 1,495,095 ------- ---------
Proved reserves, Dec. 31, 2003 578,339 6,602,791 Production ( 65,565) ( 646,674) Extensions and discoveries 24,761 27,944 Revision of previous estimates 103,350 292,754 ------- ---------
Proved reserves, Dec. 31, 2004 640,885 6,276,815 Production ( 57,813) ( 652,272) Extensions and discoveries 5,078 40,703 Revision of previous estimates 99,216 702,495 ------- ---------
Proved reserves, Dec. 31, 2005 687,366 6,367,741 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 578,339 6,602,791 ======= ========= December 31, 2004 640,885 6,276,815 ======= ========= December 31, 2005 687,366 6,367,741 ======= =========
II-B Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 359,624 4,443,545 Production ( 43,725) ( 548,582) Sale of minerals in place ( 1,073) - Revision of previous estimates 135,560 1,136,134 ------- ---------
Proved reserves, Dec. 31, 2003 450,386 5,031,097 Production ( 42,473) ( 535,070) Extensions and discoveries 62 7,138 Revision of previous estimates 56,873 316,845 ------- ---------
Proved reserves, Dec. 31, 2004 464,848 4,820,010 Production ( 40,011) ( 516,244) Extensions and discoveries 93 10,833 Revision of previous estimates 64,299 461,682 ------- ---------
Proved reserves, Dec. 31, 2005 489,229 4,776,281 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 450,386 5,031,097 ======= ========= December 31, 2004 464,848 4,820,010 ======= ========= December 31, 2005 489,229 4,776,281 ======= =========
II-C Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 128,944 3,120,468 Production ( 15,806) ( 315,371) Sale of minerals in place - ( 326) Revision of previous estimates 53,740 666,561 ------- ---------
Proved reserves, Dec. 31, 2003 166,878 3,471,332 Production ( 15,365) ( 301,090) Extensions and discoveries 46 3,685 Revision of previous estimates 14,202 279,351 ------- ---------
Proved reserves, Dec. 31, 2004 165,761 3,453,278 Production ( 14,817) ( 323,872) Extensions and discoveries 105 22,834 Revision of previous estimates 22,360 393,673 ------- ---------
Proved reserves, Dec. 31, 2005 173,409 3,545,913 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 166,878 3,471,332 ======= ========= December 31, 2004 165,761 3,453,278 ======= ========= December 31, 2005 173,409 3,545,913 ======= =========
II-D Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 186,724 7,948,973 Production ( 23,482) ( 724,786) Sale of minerals in place - ( 3,434) Revision of previous estimates 42,251 1,599,398 ------- ---------
Proved reserves, Dec. 31, 2003 205,493 8,820,151 Production ( 25,312) ( 674,131) Extensions and discoveries 22 720 Revision of previous estimates 7,112 945,649 ------- ---------
Proved reserves, Dec. 31, 2004 187,315 9,092,389 Production ( 21,859) ( 749,576) Extensions and discoveries 1,668 278,804 Revision of previous estimates 5,701 1,023,871 ------- ---------
Proved reserves, Dec. 31, 2005 172,825 9,645,488 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 205,493 8,820,151 ======= ========= December 31, 2004 187,315 9,092,389 ======= ========= December 31, 2005 172,825 9,645,488 ======= =========
II-E Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 173,164 4,192,406 Production ( 19,131) ( 467,472) Sale of minerals in place ( 1,055) ( 19,430) Extensions and discoveries 1,301 4,400 Revision of previous estimates 31,447 1,283,438 ------- ---------
Proved reserves, Dec. 31, 2003 185,726 4,993,342 Production ( 18,135) ( 409,863) Extensions and discoveries 2,525 4,046 Revision of previous estimates 10,086 397,213 ------- ---------
Proved reserves, Dec. 31, 2004 180,202 4,984,738 Production ( 17,951) ( 423,292) Extensions and discoveries 2,549 69,486 Revision of previous estimates 13,192 408,223 ------- ---------
Proved reserves, Dec. 31, 2005 177,992 5,039,155 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 185,726 4,993,342 ======= ========= December 31, 2004 180,202 4,984,738 ======= ========= December 31, 2005 177,992 5,039,155 ======= =========
II-F Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 230,274 2,962,281 Production ( 24,828) ( 442,255) Sale of minerals in place ( 2,571) ( 48,081) Extensions and discoveries 4,306 4,018 Revision of previous estimates 87,190 1,329,431 ------- ---------
Proved reserves, Dec. 31, 2003 294,371 3,805,394 Production ( 26,083) ( 402,717) Sale of minerals in place ( 63) - Extensions and discoveries 6,173 9,846 Revision of previous estimates 67,338 300,347 ------- ---------
Proved reserves, Dec. 31, 2004 341,736 3,712,870 Production ( 25,599) ( 377,857) Extensions and discoveries 4,602 25,052 Revision of previous estimates 16,771 192,530 ------- ---------
Proved reserves, Dec. 31, 2005 337,510 3,552,595 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 294,371 3,805,394 ======= ========= December 31, 2004 341,736 3,712,870 ======= ========= December 31, 2005 337,510 3,552,595 ======= =========
II-G Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 483,873 6,369,980 Production ( 52,045) ( 941,870) Sale of minerals in place ( 5,382) ( 100,643) Extensions and discoveries 7,050 20,444 Revision of previous estimates 184,556 2,832,630 ------- ---------
Proved reserves, Dec. 31, 2003 618,052 8,180,541 Production ( 54,665) ( 859,114) Sale of minerals in place ( 134) - Extensions and discoveries 12,909 21,136 Revision of previous estimates 140,299 618,003 ------- ---------
Proved reserves, Dec. 31, 2004 716,461 7,960,566 Production ( 53,848) ( 803,073) Extensions and discoveries 9,625 52,932 Revision of previous estimates 35,493 401,182 ------- ---------
Proved reserves, Dec. 31, 2005 707,731 7,611,607 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 618,052 8,180,541 ======= ========= December 31, 2004 716,461 7,960,566 ======= ========= December 31, 2005 707,731 7,611,607 ======= =========
II-H Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 2002 113,085 1,553,934 Production ( 12,082) ( 226,604) Sale of minerals in place ( 1,246) ( 23,321) Extensions and discoveries 1,522 3,284 Revision of previous estimates 42,790 682,941 ------- ---------
Proved reserves, Dec. 31, 2003 144,069 1,990,234 Production ( 12,688) ( 206,905) Sale of minerals in place ( 35) - Extensions and discoveries 2,986 4,879 Revision of previous estimates 32,591 140,638 ------- ---------
Proved reserves, Dec. 31, 2004 166,923 1,928,846 Production ( 12,446) ( 193,427) Extensions and discoveries 2,225 12,498 Revision of previous estimates 8,241 92,864 ------- ---------
Proved reserves, Dec. 31, 2005 164,943 1,840,781 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 144,069 1,990,234 ======= ========= December 31, 2004 166,923 1,928,846 ======= ========= December 31, 2005 164,943 1,840,781 ======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2005 and 2004 are as follows:
II-A Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,722,929 $1,725,302 $2,056,469 $2,261,419 Gross Profit (1) 1,385,054 1,324,766 1,624,133 1,726,379 Net Income 1,178,278 1,113,686 1,319,604 1,485,922 Limited Partners' Net Income Per Unit 2.18 2.06 2.42 2.75
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,330,325 $1,513,624 $1,507,023 $1,628,385 Gross Profit (1) 974,380 1,139,309 1,175,603 1,150,065 Net Income 784,336 940,245 994,988 947,129 Limited Partners' Net Income Per Unit 1.45 1.74 1.84 1.75
- ----------------------- (1) Total revenues less oil and gas production expenses.
II-B Partnership ----------------
--------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,304,978 $1,193,712 $1,546,333 $1,703,529 Gross Profit (1) 1,049,417 888,801 1,221,415 1,297,492 Net Income 889,366 703,916 1,022,765 1,097,868 Limited Partners' Net Income Per Unit 2.20 1.74 2.52 2.71
--------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $ 968,286 $1,112,016 $1,118,405 $1,227,766 Gross Profit (1) 703,386 834,837 871,003 877,007 Net Income 562,085 680,170 730,236 737,923 Limited Partners' Net Income Per Unit 1.39 1.68 1.81 1.84
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-C Partnership ----------------
--------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- --------- --------
Total Revenues $664,428 $642,064 $754,919 $979,433 Gross Profit (1) 539,833 535,868 605,787 749,862 Net Income 459,969 457,626 520,382 670,138 Limited Partners' Net Income Per Unit 2.67 2.65 3.00 3.89
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- -------- --------
Total Revenues $481,411 $537,086 $526,299 $591,746 Gross Profit (1) 351,488 411,304 420,351 429,389 Net Income 282,631 333,463 360,835 371,401 Limited Partners' Net Income Per Unit 1.63 1.93 2.10 2.16
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-D Partnership ----------------
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,433,490 $1,302,519 $1,528,329 $2,225,258 Gross Profit (1) 1,123,198 1,054,188 1,219,087 1,822,932 Net Income 976,831 962,742 1,050,920 1,614,426 Limited Partners' Net Income Per Unit 2.78 2.76 2.98 4.58
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,071,700 $1,038,622 $1,092,769 $1,200,174 Gross Profit (1) 805,362 746,534 860,414 824,029 Net Income 641,864 584,245 737,874 729,263 Limited Partners' Net Income Per Unit 1.82 1.65 2.10 2.08
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-E Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- -------- ----------
Total Revenues $836,480 $717,491 $970,593 $1,444,722 Gross Profit (1) 686,658 558,118 779,550 1,160,633 Net Income 556,771 458,499 658,857 1,025,099 Limited Partners' Net Income Per Unit 2.18 1.79 2.57 4.00
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- --------- ----------
Total Revenues $701,885 $727,353 $710,550 $ 665,249 Gross Profit (1) 541,968 577,164 551,557 450,609 Net Income 323,071 457,048 446,272 417,443 Limited Partners' Net Income Per Unit 1.21 1.79 1.74 1.65
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-F Partnership ----------------
--------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- --------- ----------
Total Revenues $931,366 $891,095 $1,024,047 $1,028,390 Gross Profit (1) 826,678 735,280 874,832 777,879 Net Income 727,548 657,669 782,497 694,318 Limited Partners' Net Income Per Unit 3.81 3.44 4.08 3.64
---------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- -------- ---------- -----------
Total Revenues $784,599 $707,252 $ 762,301 $ 655,296 Gross Profit (1) 646,346 603,600 591,663 458,884 Net Income 559,564 518,704 441,127 352,723 Limited Partners' Net Income Per Unit 2.92 2.72 2.27 1.82
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-G Partnership ----------------
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ----------
Total Revenues $1,993,983 $1,751,523 $2,315,812 $2,185,868 Gross Profit (1) 1,756,323 1,424,041 1,987,202 1,663,948 Net Income 1,565,408 1,256,838 1,789,544 1,491,075 Limited Partners' Net Income Per Unit 3.77 3.03 4.30 3.60
----------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- -----------
Total Revenues $1,665,827 $1,506,539 $1,615,646 $1,398,966 Gross Profit (1) 1,370,530 1,281,783 1,252,104 981,757 Net Income 1,189,236 1,116,030 916,328 759,502 Limited Partners' Net Income Per Unit 2.86 2.70 2.16 1.81
- ---------------------- (1) Total revenues less oil and gas production expenses.
II-H Partnership ----------------
----------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- ------- -------- --------
Total Revenues $474,932 412,593 $548,685 $519,567 Gross Profit (1) 417,968 335,323 469,534 394,343 Net Income 354,842 293,733 420,654 348,877 Limited Partners' Net Income Per Unit 3.47 2.87 4.10 3.42
----------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- ------- --------
Total Revenues $397,157 $362,080 $383,442 $333,571 Gross Profit (1) 326,107 306,765 296,487 232,432 Net Income 277,323 254,998 214,826 176,714 Limited Partners' Net Income Per Unit 2.71 2.50 2.05 1.71
- ---------------------- (1) Total revenues less oil and gas production expenses.
INDEX TO EXHIBITS -----------------
Exh. No. Exhibit - ---- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A dated October 27, 2005.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A dated October 27, 2005.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.14 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.11 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B dated October 27, 2005.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form 10-K for period
ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.24 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B dated October 27, 2005.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C dated October 27, 2005.
4.32 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C dated October 27, 2005.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.40 Third Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D dated October 27, 2005.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.45 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.48 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D dated October 27, 2005.
4.49 Agreement and Certificate of Limited Partnership dated September 27, 1988 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E dated October 27, 2005.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9, 1989 for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.61 Fifth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E dated October 27, 2005.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.64 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F dated October 27, 2005.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.62 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.74 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F dated October 27, 2005.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.76 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.77 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 24, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference..
*4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G dated October 27, 2005.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November 14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.73 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.87 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G dated October 27, 2005.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.59 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First Amendment to Agreement and Certificate of Limited Partnership dated February 25, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.91 Second Amendment to Agreement and Certificate of Limited Partnership dated August 4, 1993 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership dated August 31, 1995 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership dated July 1, 1996 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership dated November 14, 2001 for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership dated November 18, 2003 for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H dated October 27, 2005.
4.97 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
4.99 Fourth Amendment to Certificate of Limited Partnership dated November 18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.84 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*4.100 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H dated October 27, 2005.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-A dated October 27, 2005.
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-B dated October 27, 2005.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-C dated October 27, 2005.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.24 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-D dated October 27, 2005.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.30 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-E dated October 27, 2005.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-F,
filed as Exhibit 10.24 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.36 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-F dated October 27, 2005.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.42 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-G dated October 14, 2005.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.48 Fifth Amendment to Amended and Restated Agreement of Partnership of Geodyne Energy Income Production Partnership II-H dated October 27, 2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.