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, 2006, Samson owned interests in approximately 12,000 oil and gas wells located in 19 states of the United States, Alberta Canada and the United Kingdom North Sea. At December 31, 2006, Samson operated approximately 4,000 oil and gas wells located in 15 states of the United States and Alberta Canada.
Until liquidation (See "Partnership Termination" below), the Partnerships are 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, 2007, Samson employed approximately 1,200 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 and Corporate Governance."
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].
Partnership Termination
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. On February 5, 2007, the General Partner mailed a notice to the limited partners announcing that the Partnerships will terminate at the end of their current term, December 31, 2007. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information regarding the termination and liquidation of the Partnerships.
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. During the past year, the sale of oil and gas properties has also generated significant revenues for the Partnerships. 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 and proximity of pipelines for transportation; * Domestic and foreign government regulations and taxes; * Market expectations; and * The effect of worldwide energy conservation.
It is not possible to predict the future direction of oil or natural gas prices. 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.
As discussed in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," the Partnerships will terminate on December 31, 2007. The volumes, pricing, and expense factors discussed above may also impact the price the Partnerships receive for their oil and gas properties in connection with the liquidation of the Partnerships' assets.
Significant Customers
The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 2006:
Partnership Purchaser Percentage - ----------- -------------------------------------- ----------
II-A BP America Production Company 15.9%
II-B Citation Oil & Gas Corp. ("Citation") 16.4%
II-C Citation 13.6%
II-D Vintage Petroleum, Inc. 10.6%
II-E Atlas Pipeline Mid-Continent LLC 12.9%
II-F Duke Energy Field Services, Inc. ("Duke") 10.9%
II-G Duke 11.1%
II-H Duke 11.4%
In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to the protection of environmental, biological, cultural and aesthetic resources. 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.
Termination of Partnerships in 2007 -----------------------------------
The Partnerships will terminate on December 31, 2007. Upon termination, we will sell the Partnerships' properties. There is no assurance that the market for the Partnerships' properties
will be favorable at that time. The market for oil and gas properties is highly dependent on current and anticipated future prices for oil and gas. These prices fluctuate due to a number of uncontrollable factors as described in the following paragraph. A decrease in oil and gas prices and/or anticipated future oil and gas prices would probably depress the market for oil and gas properties and result in lowered sales proceeds to the Partnerships.
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 as well as the sales of oil and gas properties pursuant to the liquidation plan described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." 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:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of OPEC to agree upon and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions and the impact of weather-related events; * The availability and proximity of pipelines for transportation; * Domestic and foreign government regulations and taxes; * Market expectations; and * The effect of worldwide energy conservation.
Government regulations, such as regulation of natural gas transportation and price controls, can affect product prices. 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." Furthermore, significant price declines will negatively affect the ultimate cash received upon the sale of oil and gas properties in liquidation of the Partnerships.
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."
We have included in Note 7 to the financial statements included in this Annual Report on Form 10-K unaudited combined balance sheets for the Partnerships which are prepared on a liquidation basis, rather than a going concern basis, due to the Partnerships' termination on December 31, 2007. While these balance sheets are prepared with the intent of showing fair value, they are also based on estimates regarding future net cash flows until the properties are sold as well as the prices which may be received for the properties through the liquidation process. Actual current and future prices and costs as well as the prices buyers are willing to pay at the time the properties are sold may differ materially from the estimates used in the preparation of the unaudited liquidation basis combined balance sheets.
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 them. Secondary market activity for the Units has been limited and varies among the Partnerships. The General Partner's annual repurchase offer was terminated on March 9, 2007 in anticipation of the Partnership's termination at December 31, 2007. Therefore, you may only sell your Units via (i) occasional "4.9% tender offers" which are made for the Units and (ii) transfers facilitated by secondary trading firms and matching services. To ensure that the proper parties receive their share of the Partnerships' liquidation proceeds, the General Partner will not accept, process, or recognize any transfers of Units (with the exception of certain transactions between related persons) for which completed transfer documentation is not mailed to the General Partner with a postmark on or before June 30, 2007. Accordingly, there will be no market for the Partnerships' Units after June 30, 2007. See "Item 5. Market for Units and Related Limited Partner Matters."
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 in the normal course of business as well as in the liquidation process. See "Item 13. Certain Relationships and Related Transactions and Director Independence."
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, 2006.
Well Statistics(1) As of December 31, 2006
Number of Gross Wells(2) Number of Net Wells(3) ------------------------ ---------------------- P/ship Total Oil Gas Total Oil Gas ------ ----- --- --- ----- ----- ----- II-A 996 741 255 41.66 25.44 16.22 II-B 201 89 112 24.30 12.62 11.68 II-C 281 104 177 9.04 2.58 6.46 II-D 206 71 135 22.17 2.05 20.12 II-E 793 548 245 8.72 1.62 7.10 II-F 834 578 256 11.19 2.69 8.50 II-G 834 578 256 24.07 5.68 18.39 II-H 834 578 256 5.86 1.34 4.52
- --------------- (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, 2006, the Partnerships directly or indirectly participated in the drilling activities described below.
II-A PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bateman 28 #2 Culberson TX - 0.00562 Gas Shut-in Belt Properties #1-8 Pittsburg OK - 0.00910 Gas Producing Belt Properties #3-8 Pittsburg OK - 0.00380 Gas In Progress Baughn #2-18 Stephens OK - 0.00005 Gas Producing Baughn #4-18 Stephens OK - 0.00005 Gas Producing Carolyn Jo #1-25 Grady OK - 0.00257 Gas In Progress Geuin #2-8H Pittsburg OK - 0.00380 Gas Producing Green #2-18 Stephens OK - 0.00005 Gas Producing Schrock #5-9 Custer OK - 0.02144 Gas Producing Shurley RR 1C #1 Sutton TX - 0.00159 Gas Producing Shurley RR 1C-2 Sutton TX - 0.00159 Gas Producing Sparks #3-11 Latimer OK - 0.02642 Gas Producing
II-B PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bateman 28 #2 Culberson TX - 0.00786 Gas Shut-in Shurley RR 1C #1 Sutton TX - 0.00260 GAS Producing Shurley RR 1C-2 Sutton TX - 0.00260 GAS Producing
II-C PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bateman 28 #2 Culberson TX - 0.00337 Gas Shut-in Haley #4-31 Beckham OK - 0.00837 Gas Producing Haley #5-31 Beckham OK - 0.00837 Gas Producing Janet Federal #7-34 Sweetwater WY - 0.00037 Gas Producing Mansfield #1-5 Canadian OK - 0.00083 Gas Producing Peanut Ray #16-4-HLID Richland MT - 0.00009 Gas Producing Rocky-Rosemary 29-14-H Richland MT - 0.00133 Gas Producing Shurley RR 1C #1 Sutton TX - 0.00112 Gas Producing Shurley RR 1C-2 Sutton TX - 0.00112 Gas Producing Viper #1-2 Stephens OK - 0.00767 Gas Producing
II-D PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bateman 28 #2 Culberson TX - 0.01184 Gas Shut-in Haley #4-31 Beckham OK - 0.00982 Gas Producing Haley #5-31 Beckham OK - 0.00982 Gas Producing Janet Federal #7-34 Sweetwater WY - 0.00385 Gas Producing Mansfield #1-5 Canadian OK - 0.00096 Gas Producing Peanut Ray #16-4-HLID Richland MT - 0.00098 Gas Producing Rocky-Rosemary 29-14-H Richland MT - 0.01398 Gas Producing Viper #1-2 Stephens OK - 0.00880 Gas Producing
II-E PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bateman 28 #2 Culberson TX - 0.02404 Gas Shut-in Bennett A #1 Yoakum TX - 0.00026 Oil Producing Cochran #1 Pecos TX - 0.00052 Gas Producing Daberry #8-1 Wheeler TX - 0.00110 Gas Producing Hester 12-4 Lea NM - 0.00038 Oil Producing Hester #12-5 Lea NM - 0.00038 Gas In Progress Hester 12 6 Lea NM - 0.00038 Oil Shut-in Hoyt #1C (DK) Rio Arriba NM - 0.00006 Gas In Progress Hoyt #1C (MV) Rio Arriba NM - 0.00018 Gas Shut-in Jenny #1C Rio Arriba NM - 0.00056 Gas Producing Jicarilla B #1B Rio Arriba NM - 0.00008 Gas Producing Marshall #1 Howard TX - 0.00415 Gas Shut-in Miers W A #19 Sutton TX - 0.00013 Gas Producing Pettitfils J.D. A #12 Mitchell TX - 0.00173 Oil In Progress Simpson Canyon #2027 Crockett TX - 0.00184 Oil Producing Simpson Canyon #3044 Crockett TX - 0.00415 Oil Producing Smith 18 #1 Lynn TX - 0.00104 Gas Dryhole Southland Royalty D #4 Andrews TX 0.00415 0.00415 Oil Producing Tafoya #35-5 San Juan NM - 0.00107 Gas Producing Wilson A #3 Roger Mills OK 0.00009 0.00009 Gas Producing
II-F PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bennett A #1 Yoakum TX - 0.00063 Oil Producing Cochran #1 Pecos TX - 0.00127 Gas Producing Daberry #8-1 Wheeler TX - 0.00269 Gas Producing Hester 12-4 Lea NM - 0.00094 Oil Producing Hester #12-5 Lea NM - 0.00094 Gas In Progress Hester 12 6 Lea NM - 0.00094 Oil Shut-in Hoyt #1C (DK) Rio Arriba NM - 0.00002 Gas In Progress Hoyt #1C (MV) Rio Arriba NM - 0.00007 Gas Shut-in Jenny #1C Rio Arriba NM - 0.00022 Gas Producing Jicarilla B #1B Rio Arriba NM - 0.00003 Gas Producing Marshall #1 Howard TX - 0.01014 Gas Shut-in Miers W A #19 Sutton TX - 0.00032 Gas Producing Oliver #1 McClain OK - 0.00184 Oil Producing Pettitfils J.D. A #12 Mitchell TX - 0.00423 Oil In Progress Simpson Canyon #2027 Crockett TX - 0.00451 Oil Producing Simpson Canyon #3044 Crockett TX - 0.01014 Oil Producing Smith 18 #1 Lynn TX - 0.00254 Gas Dryhole Southland Royalty D #4 Andrews TX 0.01014 0.01014 Oil Producing Tafoya #35-5 San Juan NM - 0.00042 Gas Producing Wilson A #3 Roger Mills OK 0.00021 0.00021 Gas Producing
II-G PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bennett A #1 Yoakum TX - 0.00133 Oil Producing Cochran #1 Pecos TX - 0.00265 Gas Producing Daberry #8-1 Wheeler TX - 0.00562 Gas Producing Hester 12-4 Lea NM - 0.00197 Oil Producing Hester #12-5 Lea NM - 0.00197 Gas In Progress Hester 12 6 Lea NM - 0.00197 Oil Shut-in Hoyt #1C (DK) Rio Arriba NM - 0.00007 Gas In Progress Hoyt #1C (MV) Rio Arriba NM - 0.00023 Gas Shut-in Jenny #1C Rio Arriba NM - 0.00073 Gas Producing Jicarilla B #1B Rio Arriba NM - 0.00010 Gas Producing Marshall #1 Howard TX - 0.02121 Gas Shut-in Miers W A #19 Sutton TX - 0.00068 Gas Producing Oliver #1 McClain OK - 0.00416 Oil Producing Pettitfils J.D. A #12 Mitchell TX - 0.00884 Oil In Progress Simpson Canyon #2027 Crockett TX - 0.00942 Oil Producing Simpson Canyon #3044 Crockett TX - 0.02121 Oil Producing Smith 18 #1 Lynn TX - 0.00530 Gas Dryhole Southland Royalty D #4 Andrews TX 0.02121 0.02121 Oil Producing Tafoya #35-5 San Juan NM - 0.00139 Gas Producing Wilson A #3 Roger Mills OK 0.00043 0.00043 Gas Producing
II-H PARTNERSHIP - --------------- WORKING REVENUE WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS - --------- ------ --- -------- -------- ---- ------ Bennett A #1 Yoakum TX - 0.00031 Oil Producing Cochran #1 Pecos TX - 0.00061 Gas Producing Daberry #8-1 Wheeler TX - 0.00130 Gas Producing Hester 12-4 Lea NM - 0.00045 Oil Producing Hester #12-5 Lea NM - 0.00045 Gas In Progress Hester 12 6 Lea NM - 0.00045 Oil Shut-in Hoyt #1C (DK) Rio Arriba NM - 0.00003 Gas In Progress Hoyt #1C (MV) Rio Arriba NM - 0.00009 Gas Shut-in Jenny #1C Rio Arriba NM - 0.00029 Gas Producing Jicarilla B #1B Rio Arriba NM - 0.00004 Gas Producing Marshall #1 Howard TX - 0.00491 Gas Shut-in Miers W A #19 Sutton TX - 0.00016 Gas Producing Oliver #1 McClain OK - 0.00110 Oil Producing Pettitfils J.D. A #12 Mitchell TX - 0.00204 Oil In Progress Simpson Canyon #2027 Crockett TX - 0.00218 Oil Producing Simpson Canyon #3044 Crockett TX - 0.00491 Oil Producing Smith 18 #1 Lynn TX - 0.00123 Gas Dryhole Southland Royalty D #4 Andrews TX 0.00491 0.00491 Oil Producing Tafoya #35-5 San Juan NM - 0.00055 Gas Producing Wilson A #3 Roger Mills OK 0.00010 0.00010 Gas Producing
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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, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 37,392 39,917 46,952 Gas (Mcf) 521,593 579,253 572,607
Oil and gas sales: Oil $2,362,844 $2,152,712 $1,746,917 Gas 3,381,948 4,185,234 3,103,144 --------- --------- --------- Total $5,744,792 $6,337,946 $4,850,061 ========= ========= ========= Total direct operating expenses $1,403,073 $1,369,249 $1,218,577 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.4% 21.6% 25.1%
Average sales price: Per barrel of oil $63.19 $53.93 $37.21 Per Mcf of gas 6.48 7.23 5.42
Direct operating expenses per equivalent Bbl of oil $11.29 $10.03 $ 8.56
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-B Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 26,629 30,421 32,490 Gas (Mcf) 464,235 489,345 511,944
Oil and gas sales: Oil $1,711,719 $1,639,354 $1,263,451 Gas 2,895,111 3,426,412 2,612,190 --------- --------- --------- Total $4,606,830 $5,065,766 $3,875,641 ========= ========= ========= Total direct operating expenses $1,324,302 $1,116,478 $ 972,752 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 28.7% 22.0% 25.1%
Average sales price: Per barrel of oil $64.28 $53.89 $38.89 Per Mcf of gas 6.24 7.00 5.10
Direct operating expenses per equivalent Bbl of oil $12.73 $9.97 $ 8.26
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-C Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 12,078 14,075 14,712 Gas (Mcf) 277,010 310,311 290,665
Oil and gas sales: Oil $ 773,796 $ 756,533 $ 573,692 Gas 1,722,216 2,164,810 1,470,413 --------- --------- --------- Total $2,496,012 $2,921,343 $2,044,105 ========= ========= ========= Total direct operating expenses $ 662,888 $ 581,032 $ 499,136 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 26.6% 19.9% 24.4%
Average sales price: Per barrel of oil $64.07 $53.75 $38.99 Per Mcf of gas 6.22 6.98 5.06
Direct operating expenses per equivalent Bbl of oil $11.38 $ 8.83 $ 7.90
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-D Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 14,674 15,976 18,587 Gas (Mcf) 630,550 722,142 645,031
Oil and gas sales: Oil $ 875,017 $ 812,260 $ 718,264 Gas 3,816,436 5,146,998 3,299,228 --------- --------- --------- Total $4,691,453 $5,959,258 $4,017,492 ========= ========= ========= Total direct operating expenses $1,109,260 $1,097,388 $ 977,515 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 23.6% 18.4% 24.3%
Average sales price: Per barrel of oil $59.63 $50.84 $38.64 Per Mcf of gas 6.05 7.13 5.11
Direct operating expenses per equivalent Bbl of oil $9.26 $ 8.05 $ 7.75
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-E Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 4,592 4,507 4,519 Gas (Mcf) 334,024 349,889 343,209
Oil and gas sales: Oil $ 286,603 $ 238,623 $ 169,989 Gas 2,019,105 2,551,195 1,789,882 --------- --------- --------- Total $2,305,708 $2,789,818 $1,959,871 ========= ========= ========= Total direct operating expenses $ 697,023 $ 517,860 $ 471,599 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 30.2% 18.6% 24.1%
Average sales price: Per barrel of oil $62.41 $52.94 $37.62 Per Mcf of gas 6.04 7.29 5.22
Direct operating expenses per equivalent Bbl of oil $11.57 $ 8.24 $ 7.64
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-F Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 3,349 3,222 2,938 Gas (Mcf) 221,303 226,924 268,980
Oil and gas sales: Oil $ 202,585 $ 169,339 $ 107,070 Gas 1,340,936 1,597,075 1,319,069 --------- --------- --------- Total $1,543,521 $1,766,414 $1,426,139 ========= ========= ========= Total direct operating expenses $ 380,933 $ 308,192 $ 264,205 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.7% 17.4% 18.5%
Average sales price: Per barrel of oil $60.49 $52.56 $36.44 Per Mcf of gas 6.06 7.04 4.90
Direct operating expenses per equivalent Bbl of oil $ 9.47 $ 7.51 $ 5.53
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-G Partnership ----------------
Year Ended December 31, ---------------------------------------- 2006 2005(1) 2004(1) ---------- ---------- ---------- Production: Oil (Bbls) 7,078 6,850 6,219 Gas (Mcf) 478,646 484,309 576,725
Oil and gas sales: Oil $ 428,657 $ 360,303 $ 226,811 Gas 2,897,126 3,435,271 2,841,472 --------- --------- --------- Total $3,325,783 $3,795,574 $3,068,283 ========= ========= ========= Total direct operating expenses $ 822,154 $ 662,840 $ 563,966 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.7% 17.5% 18.4%
Average sales price: Per barrel of oil $60.56 $52.60 $36.47 Per Mcf of gas 6.05 7.09 4.93
Direct operating expenses per equivalent Bbl of oil $ 9.47 $ 7.57 $ 5.51
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Net Production Data
II-H Partnership ----------------
Year Ended December 31, --------------------------------------- 2006 2005(1) 2004(1) --------- ---------- --------- Production: Oil (Bbls) 1,644 1,590 1,473 Gas (Mcf) 116,535 118,414 140,415
Oil and gas sales: Oil $ 99,652 $ 83,510 $ 53,794 Gas 708,438 838,846 694,443 ------- ------- ------- Total $808,090 $922,356 $748,237 ======= ======= ======= Total direct operating expenses $199,871 $164,155 $140,879 ======= ======= =======
Direct operating expenses as a percentage of oil and gas sales 24.7% 17.8% 18.8%
Average sales price: Per barrel of oil $60.62 $52.52 $36.52 Per Mcf of gas 6.08 7.08 4.95
Direct operating expenses per equivalent Bbl of oil $ 9.49 $ 7.70 $ 5.66
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
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, 2006. 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"). When preparing such reserves, the General Partner follows the SEC's definition regarding oil and gas reserves, which was first published in 1978. The General Partner books proved oil and gas reserves which geological and engineering data show with reasonable certainty to be recovered in the future from known reserves under existing economic and operating conditions. Probable reserves are not booked.
The General Partner combines many methods of reserve estimation in order to obtain the most accurate forecast, including both volumetric and analogy methods. Many levels of review occur during this process. First, the engineers review their respective wells, then the operations manager and division vice presidents review the updated forecasts, and finally the executive vice president of engineering reviews approximately the top 85% (or more) wells by value. All engineers reviewing the data have completed their engineering degrees and/or are licensed petroleum engineers. In addition, reserve information for the top 80% of each Partnership's reserve base (based on volumes) has been reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder Scott has stated to the General Partner their opinion that (i) the estimates of reserves for the properties which they reviewed were prepared in accordance with generally accepted procedures for the estimation of reserves, (ii) they found no bias in the utilization and analysis of data, and (iii) the cash flow projections provided by Samson of gross and net reserves and associated revenues and costs based on constant pricing in general appear reasonable.
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, 2006. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. While oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85 and $61.06 per barrel, respectively), gas prices were substantially lower as of December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf). This decrease in gas prices caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2006 to be lower than the previous estimates and values at December 31, 2005. 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, 2006. In fact, subsequent to December 31, 2006 gas prices increased significantly and then declined. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2006 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.
The reserves table below reflects reserves as either discontinued operations or continuing operations. The discontinued operations reserves consist of all the properties classified as assets held for sale as of December 31, 2006. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for more information about these discontinued operations.
Proved Reserves and Net Present Values From Proved Reserves As of December 31, 2006(1)
Oil and Net Present Value Gas Liquids (discounted at) (Mcf) (Bbls) 10% per annum --------- -------- -----------------
II-A Partnership: - ---------------- Discontinued Operations 517,819 243,959 $ 4,861,359 Continuing Operations 5,352,033 371,443 18,500,387
II-B Partnership: - ---------------- Discontinued Operations 54,166 115,230 $ 1,994,039 Continuing Operations 4,299,966 342,079 15,110,397
II-C Partnership: - ---------------- Discontinued Operations 34,962 6,123 $ 205,057 Continuing Operations 3,184,966 154,583 9,874,788
II-D Partnership: - ---------------- Discontinued Operations 421,255 65,924 $ 1,574,906 Continuing Operations 7,841,673 89,927 19,387,584
II-E Partnership: - ---------------- Discontinued Operations 516,051 76,780 $ 2,405,121 Continuing Operations 3,607,006 34,762 8,314,034
II-F Partnership: - ---------------- Discontinued Operations 802,431 188,968 $ 5,513,698 Continuing Operations 1,873,669 30,346 4,728,696
II-G Partnership: - ---------------- Discontinued Operations 1,678,731 395,342 $11,539,905 Continuing Operations 4,054,188 65,295 10,212,773
II-H Partnership: - ---------------- Discontinued Operations 389,841 91,583 $ 2,675,188 Continuing Operations 997,039 16,014 2,504,592
- ----------
(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, 2006:
Operated Wells ---------------------------------------- Partnership Number Percent ----------- ------ -------
II-A 70 6% II-B 41 18% II-C 58 16% II-D 41 15% II-E 46 2% II-F 58 3% II-G 58 3% II-H 58 3%
The following tables set forth certain well and reserve information as of December 31, 2006 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 burden the interests of the II-A, 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 lawsuit also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act.
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. Samson and the plaintiffs have reached agreement to settle all of the plaintiffs' remaining claims in this lawsuit, and Samson expects a formal settlement agreement to be executed during April 2007. The settlement calls for an additional royalty payment of $1,000,000 and is subject to Court approval. Plaintiffs' counsel, subject to Court approval, is responsible for determining the allocation of the $1,000,000 among the various class members after deduction of litigation costs and attorneys' fees. Samson cannot determine the portion of this settlement amount attributable to each Partnership until the allocation is received from plaintiffs' counsel and approved by the Court.
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 2006.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND ISSUER PURCHASES OF UNITS
As of March 1, 2007, 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 3,043 II-B 361,719 1,876 II-C 154,621 1,018 II-D 314,878 2,091 II-E 228,821 1,592 II-F 171,400 1,293 II-G 372,189 1,960 II-H 91,711 923
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 -----------------------
2005 2006 2007 ------------------------ ------------------------ ------- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.(1) - ------ ---- ---- ---- ---- ---- ---- ---- ---- -------
II-A $15 $13 $25 $23 $20 $17 $27 $24 $21 II-B 16 14 26 24 20 18 25 23 20 II-C 24 22 37 35 31 27 39 36 33 II-D 26 24 40 38 34 29 47 45 41 II-E 22 20 33 32 27 24 33 23 19 II-F 26 23 42 39 35 31 44 14 9 II-G 25 22 41 38 34 30 43 14 9 II-H 25 22 40 37 33 29 41 14 9
- ------------ (1) Repurchase offer terminated March 9, 2007.
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.
As described in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," the Partnerships terminate on December 31, 2007. Due to such termination and the necessary liquidation process, the General Partner terminated the repurchase offer and right of presentment described above as of March 9, 2007. In addition, the General Partner will not accept, process, or recognize any transfers of Units (with the exception of certain transactions between related persons) for which completed transfer documentation is not mailed to the General Partner with a postmark on or before June 30, 2007. Accordingly, there will be no market for the Partnerships' Units after June 30, 2007.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production, the sale of oil and gas properties 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. See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" for information regarding the cash distribution process during liquidation of the Partnerships.
The following is a summary of cash distributions paid to the Limited Partners during 2005 and 2006 and the first quarter of 2007.
Cash Distributions ------------------
------------------------------------------------ 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ ------
II-A $1.90 $1.95 $1.93 $2.12 II-B 1.82 1.95 1.69 2.05 II-C 2.10 2.43 2.16 2.55 II-D 1.95 2.53 1.90 2.58 II-E 1.73 1.72 1.76 1.93 II-F 2.51 2.72 3.21 3.39 II-G 2.45 2.69 3.15 3.31 II-H 2.32 2.48 2.97 3.17
2006 2007 ------------------------------------------------- -------- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ------ ------ ------ --------- --------
II-A $3.05 $2.65 $2.31 $ 2.84(1) $2.70(2) II-B 3.27 2.75 2.38 2.18 2.84(2) II-C 4.07 3.57 2.81 2.58 3.27(2) II-D 4.10 4.48 2.44 2.34(1) 3.54(2) II-E 4.37 3.66 2.68 10.68(1) 3.64(2) II-F 4.18 4.18 4.39 29.91(1) 4.35(2) II-G 4.08 4.15 4.27 28.83(1) 4.46(2) II-H 3.91 3.82 4.09 27.15(1) 4.60(2)
- ------------ (1) Includes proceeds from the sale of the Partnerships' interests in various oil and gas properties at The Oil and Gas Clearinghouse auction in Houston, Texas on October 11, 2006.
(2) Includes proceeds from the sale of the Partnerships' interests in various oil and gas properties at The Oil and Gas Clearinghouse auctions in Houston, Texas on December 13, 2006 and February 1, 2007.
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."
The selected financial data tables reflect income from both continuing operations and discontinued operations for the Partnerships. The discontinued operations income is the income for
various oil and gas properties sold during 2006 and all of the properties classified as assets held for sale as of December 31, 2006. See "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.
Discontinued Operations
In October 2006, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties. The sales proceeds, consisting of approximately $43,000, $49,000, $1,961,000, $4,449,000, $9,291,000, and $2,152,000, respectively, were included in the November 15, 2006 cash distributions paid by the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships. In December 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in additional producing properties. The sales proceeds consisting of approximately $4,000, $7,000, $4,000, $8,000, $362,000, $507,000, $1,151,000, and $306,000, respectively, were included in the February 15, 2007 cash distributions paid by the Partnerships. These disposals were treated as discontinued operations. The sale of these producing properties will impact the continuing future operations of the Partnerships. It is anticipated that these Partnerships will have lower lease
operating costs, lower oil and gas sales, and a reduction in their asset retirement obligations as a result of these sales. The reader should refer to Note 6 to the combined financial statements indexed in Item 15 hereof for additional information regarding this matter.
Partnership Termination
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. On February 5, 2007 the General Partner mailed a notice to the limited partners announcing that (i) the Partnerships will terminate on December 31, 2007 and (ii) the General Partner will liquidate the Partnerships' assets and satisfy their liabilities as part of the winding-up process required by the Partnership Agreements and state law.
The General Partner has been selling selected oil and gas properties due to the generally favorable market for oil and gas properties. The last such sales are anticipated to be The Oil and Gas Asset Clearinghouse auctions in May through July of 2007. While these property sales were not related to the Partnerships' liquidation, all remaining property dispositions will be made as part of the liquidation and winding-up process.
Liquidation and Winding-Up Process. The General Partner intends to commence liquidating the Partnerships' properties in the second half of 2007, and hopes to have all or substantially all of the properties sold prior to March 31, 2008. As part of the liquidation process, the General Partner will actively negotiate for the sale of the properties. These properties will be offered to all interested parties through normal oil and gas property auction processes as well as appropriate negotiated transactions. It is possible that the General Partner will package some properties which have value with properties that have no or little value or are burdened with actual or potential liabilities. The General Partner intends to sell such property packages and any associated or otherwise remaining Partnership assets and liabilities to the highest bidder at auction. It is possible that affiliates of the General Partner may participate in any public auction of these properties and may be the successful high bidder on some or all of the properties.
Cash Distributions. The Partnerships will make routine cash distributions throughout the remainder of 2007. Proceeds from the sale of Partnership properties may be included in these normal cash distributions, or may be distributed to the partners by way of special cash distributions. The General Partner will
analyze the level of cash held by the Partnerships throughout the liquidation process and will retain sufficient cash to cover all final expenses and liabilities of the Partnerships. After final settlement from the sale of all properties, satisfaction of Partnership expenses and liabilities, and calculation of any remaining assets and liabilities of the Partnerships, any net cash will be paid as a final liquidating distribution to all of the remaining partners in each Partnership. It is expected that the final distribution will be made no later than December 31, 2008.
Repurchase Offer. In order to ensure that the General Partner makes all liquidation distributions to the correct parties based on the most accurate information possible, the General Partner terminated the outstanding repurchase offer as of March 9, 2007. In addition, the General Partner will not process transfers among third parties which are not postmarked on or before June 30, 2007 and received by the General Partner on or before July 13, 2007. The General Partner will not impose these deadlines on transfers between family members, their trusts, IRA accounts, or similar related entities and transfers due to death or divorce.
Financial Statements. The financial statements described in "Item 8. Financial Statements and Supplementary Data" and indexed in Item 15 to this Annual Report are audited and presented on a going concern basis. However, the General Partner has included in Note 7 to such financial statements unaudited pro forma combined balance sheets which are presented on a liquidation basis.
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 and recently the sale of oil and gas properties. The level of net revenues is highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas; * The ability of the members of OPEC to agree upon and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas;
* The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions and the impact of weather-related events; * The availability and proximity of pipelines for transportation; * Domestic and foreign government regulations and taxes; * Market expectations; and * The effect of worldwide energy conservation.
It is not possible to predict the future direction of oil or natural gas prices. 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, 2006 as compared to the year ended December 31, 2005 and for the year ended December 31, 2005 as compared to the year ended December 31, 2004.
II-A Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $593,000 (9.4%) in 2006 as compared to 2005. Of this decrease (i) $136,000 and $416,000 were related to decreases in volumes of oil and gas sold and (ii) $387,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $346,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 2,525 barrels and 57,660 Mcf in 2006 as compared to 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by (i) a negative prior period volume adjustment made by the operator on one significant well during 2005 and (ii) increases in production on two significant wells following their successful workovers during late 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 2005. These decreases were partially offset by (i) increases in production on several wells following their successful workovers during mid to late 2005 and early 2006, (ii) an increase in the Partnership's revenue interest on one significant well during 2006, and (iii) the successful completion of another significant well.
Average oil prices increased to $63.19 per barrel in 2006 from $53.93 per barrel in 2005, while average gas prices decreased to $6.48 per Mcf in 2006 from $7.23 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $34,000 (2.5%) in 2006 as compared to 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $47,000 increase in lease operating expenses during 2006 resulting from an increase in the Partnership's gas balancing position on several wells, and (iii) an increase in repair and maintenance expenses. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by (i) the receipt of a $263,000 lease operating expense credit resulting from the settlement of a class action lawsuit on several wells during 2006 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.4% in 2006 from 21.6% in 2005, primarily due to the decrease in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas properties decreased $103,000 (30.0%) in 2006 as compared to 2005. This decrease was primarily due to (i) several wells being fully depleted during 2005 due to their lack of remaining reserves, (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well, and (iii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.2% in 2006 from 5.4% in 2005, primarily due to the dollar decrease in DD&A.
The Partnership recognized a non-cash charge against earnings of $13,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 9.7% in 2006 from 8.9% in 2005.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $70,163,357 or 144.88% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,488,000 (30.7%) in 2005 as compared to 2004. Of this increase (i) $668,000 and $1,046,000 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 gas sold. These increases were partially offset by a decrease of $262,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 7,035 barrels, while volumes of gas sold increased 6,646 Mcf in 2005 as compared to 2004. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) a negative prior period volume adjustment made by the operator on one significant well during 2005, and (iii) the shutting-in of another significant well during mid to late 2005 in order to perform a workover. The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well returned to production during mid 2005 following the resolution of transportation problems associated with line pressure, (ii) the successful completion of several new wells during late 2004 and early to mid 2005, and (iii) the first receipt of revenues on another significant well during early 2005. These increases were partially offset by normal declines in production.
Average oil and gas prices increased to $53.93 per barrel and $7.23 per Mcf in 2005 from $37.21 per barrel and $5.42 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $151,000 (12.4%) in 2005 as compared to 2004. This increase was primarily due to (i) an increase in workover expenses and (ii) an increase in production taxes associated with the increase in oil and gas sales. These increases were partially offset by a reversal during 2005 of $27,000 of a charge previously accrued for a judgment. As a percentage of oil and gas sales, these expenses decreased to 21.6% in 2005 from 25.1% in 2004, primarily due to the increase in oil and gas sales.
DD&A of oil and gas properties increased $149,000 (77.3%) in 2005 as compared to 2004. Of this increase (i) $84,000 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 $50,000 was related to previously fully depleted wells, and (ii) $19,000 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 following an unsuccessful recompletion attempt on one significant well during 2005. As a percentage of oil and gas sales, this expense increased to 5.4% in 2005 from 4.0% in 2004, primarily due to the dollar increase in DD&A.
General and administrative expenses remained relatively constant in 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.9% in 2005 from 11.5% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-B Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $459,000 (9.1%) in 2006 as compared to 2005. Of this decrease (i) $204,000 and $176,000 were related to decreases in volumes of oil and gas sold and (ii) $356,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $277,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 3,792 barrels and 25,110 Mcf in 2006 as compared to 2005, primarily due to normal declines in production. Average oil prices increased to $64.28 per barrel in 2006 from $53.89 per barrel in 2005, while average gas prices decreased to $6.24 per Mcf in 2006 from $7.00 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $208,000 (18.6%) in 2006 as compared to 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $48,000 increase in lease
operating expense during 2006 resulting from an increase in the Partnership's gas balancing position on several wells, and (iii) an increase in saltwater disposal expenses incurred on several wells during 2006. As of the date of this Annual Report, management anticipates (i) workover costs remaining at or increasing above 2006 levels due to increased costs to perform a workover and the age of the wellbores and (ii) the saltwater disposal expenses to remain at 2006 levels. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 28.7% in 2006 from 22.0% in 2005, primarily due to the dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties decreased $106,000 (37.3%) in 2006 as compared to 2005. This decrease was primarily due to (i) an increase in depletable oil and gas properties during 2005 primarily due to the unsuccessful recompletion of one significant well, (ii) several wells being fully depleted during 2005 due to their lack of remaining reserves, and (iii) the decrease in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 3.9% in 2006 from 5.6% in 2005, primarily due to the dollar decrease in DD&A.
The Partnership recognized a non-cash charge against earnings of $7,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 9.2% in 2006 from 8.4% in 2005.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $50,499,916 or 139.61% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,190,000 (30.7%) in 2005 as compared to 2004. Of this increase $456,000 and $930,000 were related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 2,069 barrels and 22,599 Mcf in 2005 as compared to 2004. Average oil and gas prices increased to $53.89 per barrel and $7.00 per Mcf in 2005 from $38.89 per barrel and $5.10 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $144,000 (14.8%) in 2005 as compared to 2004. This increase was primarily due to (i) workover expenses incurred on two significant wells during 2005 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 22.0% in 2005 from 25.1% in 2004, primarily due to the increase in oil and gas sales.
DD&A of oil and gas properties increased $136,000 (91.2%) 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 recompletion attempt on one significant well during 2005. This increase was also due to increases of (i) $38,000 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 $28,000 was related to previously fully depleted wells, and (ii) $6,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 5.6% in 2005 from 3.8% in 2004, primarily due to the dollar increase in DD&A.
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 8.4% in 2005 from 10.9% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation
process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-C Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $425,000 (14.6%) in 2006 as compared to 2005. Of this decrease (i) $107,000 and $232,000 were related to decreases in the volumes of oil and gas sold and (ii) $210,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of $124,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 1,997 barrels and 33,301 Mcf in 2006 as compared to 2005. 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 2005. The decease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2006 in order to perform repairs and maintenance. As of the date of this Annual Report, the shut-in well has returned to production at a lower rate than previously experienced. These decreases were partially offset by (i) increases in production on several wells following 2005 workovers and (ii) a positive prior period volume adjustment made by the operator on one significant well during 2006.
Average oil prices increased to $64.07 per barrel in 2006 from $53.75 per barrel in 2005, while average gas prices decreased to $6.22 per Mcf in 2006 from $6.98 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $82,000 (14.1%) in 2006 as compared to 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $26,000 decrease in lease operating expenses during 2005 resulting from a decrease in the Partnership's gas balancing position on several wells, and (iii) a $17,000 increase in lease operating expenses during 2006 resulting from an increase in the Partnership's gas balancing position on several other wells. As of the date of this Annual
Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 26.6% in 2006 from 19.9% in 2005. This percentage increase was primarily due to (i) the decrease in oil and gas sales and (ii) the dollar increase in production expenses.
DD&A of oil and gas properties decreased $19,000 (16.0%) in 2006 as compared to 2005. This decrease resulted from (i) several wells being fully depleted during 2005 due to their lack of remaining reserves and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. The decreases in DD&A were partially offset by (i) one significant well being fully depleted during 2006 due to its lack of remaining reserves and (ii) downward revisions in the estimates of remaining oil and gas reserves since 2005. As a percentage of oil and gas sales, this expense remained constant at 4.0% in 2006 and 2005.
The Partnership recognized a non-cash charge against earnings of $5,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses decreased $3,000 (1.4%) in 2006 as compared to 2005. As a percentage of oil and gas sales, these expenses increased to 7.9% in 2006 from 6.9% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $24,105,686 or 155.90% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to
the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $877,000 (42.9%) in 2005 as compared to 2004. Of this increase (i) $208,000 and $595,000 were related to increases in the average prices of oil and gas sold and (ii) $99,000 was related to an increase in volumes of gas sold.
Volumes of oil sold decreased 637 barrels, while volumes of gas sold increased 19,646 Mcf in 2005 as compared to 2004. The increase in volumes of gas sold was primarily due to (i) the first receipt of revenues on one significant well, (ii) an increase in production on several wells following their successful workovers during late 2004 through mid 2005, and (iii) an increase in production on one significant well returned to production during mid 2005 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 $53.75 per barrel and $6.98 per Mcf in 2005 from $38.99 per barrel and $5.06 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $82,000 (16.4%) 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 and (ii) an increase in workover expenses. As a percentage of oil and gas sales, these expenses decreased to 19.9% in 2005 from 24.4% in 2004, primarily due to the increase in oil and gas sales.
DD&A of oil and gas properties increased $49,000 (70.3%) 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 recompletion attempt on one significant well during 2005. This increase was also due to increases of (i) $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 $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 4.0% in 2005 from 3.4% in 2004, primarily due to the dollar increase in DD&A.
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 6.9% in 2005 from 9.5% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership
is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-D Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $1,268,000 (21.3%) in 2006 as compared to 2005. Of this decrease (i) $678,000 was related to a decrease in the average price of gas sold and (ii) $653,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of $129,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 1,302 barrels and 91,592 Mcf in 2006 as compared to 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the Partnership receiving an increased percentage of sales on several wells during 2005 due to gas balancing, and (iii) the shutting-in of one significant well during 2006 in order to perform a recompletion. As of the date of this Annual Report, the operator has not yet determined when, or if, the shut-in well will return to production and, if returned to production, at what rate. These decreases were partially offset by (i) an increase in production on one significant well following its successful recompletion during mid 2006 and (ii) the successful completion of several new wells during early 2006.
Average oil prices increased to $59.63 per barrel in 2006 from $50.84 per barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.13 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $12,000 (1.1%) in 2006 as compared to 2005. This increase was primarily due to (i) an increase in workover expenses, (ii) a $37,000 increase in lease operating expenses during 2006 resulting from an increase in the
Partnership's gas balancing position on several wells, and (iii) a $33,000 decrease in lease operating expenses during 2005 resulting from a decrease in the Partnership's gas balancing position on several wells. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) the receipt of a $17,000 lease operating expense credit resulting from the settlement of a class action lawsuit on one significant well during 2006. As a percentage of oil and gas sales, these expenses increased to 23.6% in 2006 from 18.4% in 2005, primarily due to the decrease in oil and gas sales.
DD&A of oil and gas properties increased $131,000 (63.2%) in 2006 as compared to 2005. This increase was primarily due to (i) several wells being fully depleted during 2006 due to their lack of remaining reserves and (ii) the receipt of equipment credits on an abandoned well during 2005. These increases were partially offset by (i) several wells being fully depleted during 2005 due to their lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.2% in 2006 from 3.5% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $3,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 7.9% in 2006 from 6.3% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $50,254,903 or 159.60% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,942,000 (48.3%) in 2005 as compared to 2004. Of this increase (i) $195,000 and $1,453,000 were related to increases in the average prices of oil and gas sold and (ii) $394,000 was related to an increase in volumes of gas sold.
Volumes of oil sold decreased 2,611 barrels, while volumes of gas sold increased 77,111 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 their successful workovers during late 2004 through mid 2005, (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 $50.84 per barrel and $7.13 per Mcf in 2005 from $38.64 per barrel and $5.11 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $120,000 (12.3%) 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) an increase in workover expenses. As a percentage of oil and gas sales, these expenses decreased to 18.4% in 2005 from 24.3% in 2004, primarily due to the increase in oil and gas sales.
DD&A of oil and gas properties increased $44,000 (27.1%) in 2005 as compared to 2004. Of this increase (i) $60,000 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 $38,000 was related to previously fully depleted wells, (ii) $12,000 was due to accretion of these additional asset retirement obligations, and (iii) one significant well being fully depleted during 2005 due to its lack of remaining reserves. These increases were partially offset by (i) the receipt of equipment credits on an abandoned well during 2005 and (ii) two significant wells being substantially depleted during 2004 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense
decreased to 3.5% in 2005 from 4.1% in 2004, primarily due to the increases in the average prices of oil and gas sold.
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 6.3% in 2005 from 9.2% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-E Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $484,000 (17.4%) in 2006 as compared to 2005. Of this decrease (i) $416,000 was related to a decrease in the average price of gas sold and (ii) $116,000 was related to a decrease in volumes of gas sold.
Volumes of oil sold increased 85 barrels, while volumes of gas sold decreased 15,865 Mcf in 2006 as compared to 2005. The increase in volumes of oil sold was primarily due to (i) the successful completion of several new wells during late 2005 and mid 2006, (ii) an increase in production on one significant well following its successful recompletion during early 2006, and (iii) an increase in production on another significant well following its successful workover during mid 2006. These increases were partially offset by (i) normal declines in production, (ii) a substantial decline in production on one significant well following an unsuccessful workover of that well during mid 2005, and (iii) positive prior period volume adjustments made by the operator on one significant well during 2005. The well with a substantial decline in production is not expected to return to its previous level of production.
Average oil prices increased to $62.41 per barrel in 2006 from $52.94 per barrel in 2005. Average gas prices decreased to $6.04 per Mcf in 2006 from $7.29 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $179,000 (34.6%) in 2006 as compared to 2005. This increase was primarily due to (i) an increase in workover expenses and (ii) a $49,000 increase in lease operating expense during 2006 resulting from an increase in the Partnership's gas balancing position on several wells. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 30.2% in 2006 from 18.6% in 2005, primarily due to the dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $2,000 (2.0%) in 2006 as compared to 2005. This increase was primarily due to (i) several wells being fully depleted during 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during 2006 due to its lack of remaining reserves. These increases were partially offset by several wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 4.8% in 2006 from 3.9% in 2005, primarily due to the decrease in the average price of gas sold.
The Partnership recognized a non-cash charge against earnings of $20,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 12.3% in 2006 from 10.1% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $36,825,574 or 160.94% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $830,000 (42.3%) in 2005 as compared to 2004. Of this increase $726,000 was related to an increase in the average price of gas sold.
Volumes of oil sold decreased 12 barrels, while volumes of gas sold increased 6,680 Mcf in 2005 as compared to 2004. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was substantially offset by the successful completion of two new wells during late 2004. The increase in volumes of gas sold was primarily due to (i) one significant well returning to production during mid 2005 following the resolution of transportation problems associated with line pressure and (ii) an increase in production on two significant wells following their successful workovers during early 2005. These increases were partially offset by normal declines in production.
Average oil and gas prices increased to $52.94 per barrel and $7.29 per Mcf in 2005 from $37.62 per barrel and $5.22 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $46,000 (9.8%) 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) and an increase in workover expenses. As a percentage of oil and gas sales, these expenses decreased to 18.6% in 2005 from 24.1% in 2004, primarily due to the increase in gas sales.
DD&A of oil and gas properties increased $29,000 (35.5%) in 2005 as compared to 2004. Of this increase (i) $18,000 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 $12,000 was related to previously fully depleted wells, (ii) $3,000 was due to accretion of these additional asset retirement obligations, and (iii) one significant well being fully depleted during 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 3.9% in 2005 from 4.1% in 2004.
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 10.1% for 2005 from 14.1% in 2004, primarily due to the increase in gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-F Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $223,000 (12.6%) in 2006 as compared to 2005. Of this decrease (i) $217,000 was related to a decrease in the average price of gas sold and (ii) $40,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of $27,000 related to an increase in the average price of oil sold.
Volumes of oil sold increased 127 barrels, while volumes of gas sold decreased 5,621 Mcf in 2006 as compared to 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005 and mid 2006. This increase was partially offset by (i) a substantial decline in production during 2006 on one significant well following its 2005 workover and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previous level of production.
Average oil prices increased to $60.49 per barrel in 2006 from $52.56 per barrel in 2005. Average gas prices decreased to $6.06 per Mcf in 2006 from $7.04 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $73,000 (23.6%) in 2006 as compared to 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform
a workover and the age of the Partnership's wellbores. This increase in production expenses was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.7% in 2006 from 17.4% in 2005, primarily due to the dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $31,000 (36.4%) in 2006 as compared to 2005. This increase was primarily due to (i) several wells being fully depleted during 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 7.5% in 2006 from 4.8% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $24,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 14.2% in 2006 from 12.3% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $34,473,051 or 201.13% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $340,000 (23.9%) in 2005 as compared to 2004. Of this increase $52,000 and $484,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $206,000 related to a decrease in volumes of gas sold.
Volumes of oil sold increased 284 barrels, while volumes of gas sold decreased 42,056 Mcf in 2005 as compared to 2004. The increase in volumes of oil sold was primarily due to the successful completion of two new wells during late 2004. This increase was partially offset by (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 2004. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $52.56 per barrel and $7.04 per Mcf in 2005 from $36.44 per barrel and $4.90 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $44,000 (16.6%) in 2005 as compared to 2004. This increase was primarily due to (i) an increase in workover expenses, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a $6,000 increase in lease operating expense in 2005 resulting from an increase in the Partnership's gas balancing position on several wells. As a percentage of oil and gas sales, these expenses decreased to 17.4% in 2005 from 18.5% in 2004.
DD&A of oil and gas properties decreased $91,000 (51.6%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to its lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) an increase of $12,000 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 $9,000 was related to previously fully depleted wells, (ii) an increase of $3,000 due to accretion of the additional asset retirement obligations, and (iii) one significant well being fully depleted during 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from 12.3% in 2004, primarily due to the dollar decrease in DD&A.
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 12.3% in 2005 from 14.8% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-G Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $470,000 (12.4%) in 2006 as compared to 2005. Of this decrease $498,000 was related to a decrease in the average price of gas sold. This decrease was partially offset by an increase of $56,000 related to an increase in the average price of oil sold.
Volumes of oil sold increased 228 barrels, while volumes of gas sold decreased 5,663 Mcf in 2006 as compared to 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005 and mid 2006. This increase was partially offset by (i) a substantial decline in production during 2006 on one significant well following its 2005 workover and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previous level of production.
Average oil prices increased to $60.56 per barrel in 2006 from $52.60 per barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.09 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $159,000 (24.0%) in 2006 as compared to 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the Partnership's wellbores. This increase in production expenses was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these
expenses increased to 24.7% in 2006 from 17.5% in 2005, primarily due to the dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $67,000 (36.9%) in 2006 as compared to 2005. This increase was primarily due to (i) several wells being fully depleted during 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 7.5% in 2006 from 4.8% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $54,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006 and 2005. As a percentage of oil and gas sales, these expenses increased to 13.2% in 2006 from 11.5% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $72,222,371 or 194.05% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $727,000 (23.7%) in 2005 as compared to 2004. Of this increase $110,000 and $1,049,000 were related to increases in the average prices of oil and gas
sold. These increases were partially offset by a decrease of $455,000 related to a decrease in volumes of gas sold.
Volumes of oil sold increased 631 barrels, while volumes of gas sold decreased 92,416 Mcf in 2005 as compared to 2004. The increase in volumes of oil sold was primarily due to the successful completion of two new wells during late 2004. This increase was partially offset by (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 2004. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $52.60 per barrel and $7.09 per Mcf in 2005 from $36.47 per barrel and $4.93 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $99,000 (17.5%) in 2005 as compared to 2004. This increase was primarily due to (i) an increase in workover expenses, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) an $8,000 increase in lease operating expense in 2005 resulting from an increase in the Partnership's gas balancing position on several wells. As a percentage of oil and gas sales, these expenses decreased to 17.5% in 2005 from 18.4% in 2004.
DD&A of oil and gas properties decreased $213,000 (53.8%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to its lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) an increase of $27,000 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 $19,000 was related to previously fully depleted wells, (ii) an increase of $6,000 due to accretion of the additional asset retirement obligations, and (iii) one significant well being fully depleted during 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from 12.9% in 2004, primarily due to the dollar decrease in DD&A.
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 11.5% in 2005 from 14.1% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable
current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
II-H Partnership ----------------
Year Ended December 31, 2006 Compared to Year Ended December 31, 2005 --------------------------------------
The following discussion contains amounts for the year 2005 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales decreased $114,000 (12.4%) in 2006 as compared to 2005. Of this decrease (i) $117,000 was related to a decrease in the average price of gas sold and (ii) $13,000 was related to a decrease in volumes of gas sold. These decreases were partially offset by an increase of $13,000 related to an increase in the average price of oil sold.
Volumes of oil sold increased 54 barrels, while volumes of gas sold decreased 1,879 Mcf in 2006 as compared to 2005. The increase in volumes of oil sold was primarily due to the successful completion of several new wells during late 2005 and mid 2006. This increase was partially offset by (i) a substantial decline in production during 2006 on one significant well following a 2005 workover of that well and (ii) normal declines in production. The well with a substantial decline in production is not expected to return to its previously high levels of production.
Average oil prices increased to $60.62 per barrel in 2006 from $52.52 per barrel in 2005. Average gas prices decreased to $6.08 per Mcf in 2006 from $7.08 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $36,000 (21.8%) in 2006 as compared to 2005. This increase was primarily due to an increase in workover expenses. As of the date of this Annual Report, management anticipates workover costs remaining at or increasing above 2006 levels due to the increased cost to perform a workover and the age of the wellbores. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.7% in 2006 from 17.8% in 2005, primarily due to the dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $16,000 (38.0%) in 2006 as compared to 2005. This increase was primarily due to (i) several wells being fully depleted during 2006 due to their lack of remaining reserves and (ii) the abandonment of another significant well during 2006 due to its lack of remaining reserves. These increases were partially offset by several other wells being fully depleted during 2005 due to their lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 7.4% in 2006 from 4.7% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $7,000 during 2006. This charge was related to the decline in oil and gas prices used to determine recoverability of oil and gas reserves at September 30, 2006. No such charge was incurred during 2005.
General and administrative expenses increased $2,000 (1.4%) in 2006 as compared to 2005. As a percentage of oil and gas sales, these expenses increased to 16.3% in 2006 from 14.1% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
The Limited Partners have received cash distributions through December 31, 2006 totaling $16,783,364 or 183.00% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared to Year Ended December 31, 2004 --------------------------------------
The following discussion contains amounts for the years 2005 and 2004 which have been restated to reflect the Partnership's assets held for sale as discontinued operations. See Note 6 to the combined financial statements indexed in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $174,000 (23.3%) in 2005 as compared to 2004. Of this increase $25,000 and $253,000 were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of $109,000 related to a decrease in volumes of gas sold.
Volumes of oil sold increased 117 barrels, while volumes of gas sold decreased 22,001 Mcf in 2005 as compared to 2004. The increase in volumes of oil sold was primarily due to the successful completion of two new wells during late 2004. This increase was partially offset by (i) normal declines in production and (ii) positive prior period volume adjustments made by the operators on several wells during 2004. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment included in the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $52.52 per barrel and $7.08 per Mcf in 2005 from $36.52 per barrel and $4.95 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $23,000 (16.5%) in 2005 as compared to 2004. This increase was primarily due to (i) an increase in workover expenses, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a $3,000 increase in lease operating expense in 2005 resulting from an increase in the Partnership's gas balancing position on several wells. As a percentage of oil and gas sales, these expenses decreased to 17.8% in 2005 from 18.8% in 2004.
DD&A of oil and gas properties decreased $53,000 (55.1%) in 2005 as compared to 2004. This decrease was primarily due to (i) one significant well being fully depleted during 2004 due to its lack of remaining reserves and (ii) the decrease in volumes of gas sold. These decreases were partially offset by (i) an increase of $6,000 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 $1,000 due to accretion of the additional asset retirement obligations, and (iii) one significant well being fully depleted during 2005 due to its lack of remaining reserves. As a percentage of oil and gas sales, this expense decreased to 4.7% in 2005 from 12.9% in 2004, primarily due to the dollar decrease in DD&A.
General and administrative expenses increased $6,000 (4.9%) in 2005 as compared to 2004. As a percentage of oil and gas sales, these expenses decreased to 14.1% in 2005 from 16.6% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements indexed in Item 15 hereof, the Partnership is in the process of selling an increased amount of the Partnership's properties as a result of the generally favorable current environment for oil and gas dispositions and will be selling all of the Partnership's properties in the liquidation
process. The Partnership will have lower oil and gas sales and lower production expenses with the sale of these properties.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2006, 2005, and 2004. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.
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2006 Compared to 2005 ---------------------
Average Sales Prices - ---------------------------------------------------------------------------- P/ship 2006 2005(1) % Change - ------ ------------------ ------------------ ------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ----- II-A $63.19 $6.48 $53.93 $7.23 17% (10%) II-B 64.28 6.24 53.89 7.00 19% (11%) II-C 64.07 6.22 53.75 6.98 19% (11%) II-D 59.63 6.05 50.84 7.13 17% (15%) II-E 62.41 6.04 52.94 7.29 18% (17%) II-F 60.49 6.06 52.56 7.04 15% (14%) II-G 60.56 6.05 52.60 7.09 15% (15%) II-H 60.62 6.08 52.52 7.08 15% (14%)
Production Volumes - ----------------------------------------------------------------------------- P/ship 2006 2005(1) % Change - ------ ------------------ ------------------ -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ ----- II-A 37,392 521,593 39,917 579,253 ( 6%) (10%) II-B 26,629 464,235 30,421 489,345 (12%) ( 5%) II-C 12,078 277,010 14,075 310,311 (14%) (11%) II-D 14,674 630,550 15,976 722,142 ( 8%) (13%) II-E 4,592 334,024 4,507 349,889 2% ( 5%) II-F 3,349 221,303 3,222 226,924 4% ( 2%) II-G 7,078 478,646 6,850 484,309 3% ( 1%) II-H 1,644 116,535 1,590 118,414 3% ( 2%)
Average Production Costs per Equivalent Barrel of Oil -------------------------------------- P/ship 2006 2005(1) % Change ------ ------ ------- -------- II-A 11.29 10.03 13% II-B 12.73 9.97 28% II-C 11.38 8.83 29% II-D 9.26 8.05 15% II-E 11.57 8.24 40% II-F 9.47 7.51 26% II-G 9.47 7.57 25% II-H 9.49 7.70 23%
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
2005 Compared to 2004 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 2005(1) 2004(1) % Change - ------ ------------------ ------------------ ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- --- II-A $53.93 7.23 $37.21 $5.42 45% 33% II-B 53.89 7.00 38.89 5.10 39% 37% II-C 53.75 6.98 38.99 5.06 38% 38% II-D 50.84 7.13 38.64 5.11 32% 40% II-E 52.94 7.29 37.62 5.22 41% 40% II-F 52.56 7.04 36.44 4.90 44% 44% II-G 52.60 7.09 36.47 4.93 44% 44% II-H 52.52 7.08 36.52 4.95 44% 43%
Production Volumes - ---------------------------------------------------------------------------- P/ship 2005(1) 2004(1) % Change - ------ ------------------ ----------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ ------- ------ ------- ------ ----- II-A 39,917 579,253 46,952 572,607 (15%) 1% II-B 30,421 489,345 32,490 511,944 ( 6%) ( 4%) II-C 14,075 310,311 14,712 290,665 ( 4%) 7% II-D 15,976 722,142 18,587 645,031 (14%) 12% II-E 4,507 349,889 4,519 343,209 - 2% II-F 3,222 226,924 2,938 268,980 10% (16%) II-G 6,850 484,309 6,219 576,725 10% (16%) II-H 1,590 118,414 1,473 140,415 8% (16%)
Average Production Costs per Equivalent Barrel of Oil -------------------------------------- P/ship 2005(1) 2004(1) % Change ------ ------ ------- -------- II-A 10.03 8.56 17% II-B 9.97 8.26 21% II-C 8.83 7.90 12% II-D 8.05 7.75 4% II-E 8.24 7.64 8% II-F 7.51 5.53 36% II-G 7.57 5.51 37% II-H 7.70 5.66 36%
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Item 7 for more information about these discontinued operations.
Liquidity and Capital Resources
See discussion above under the heading "Partnership Termination" for information regarding termination of the Partnerships as of December 31, 2007.
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 2006 production levels for future years, the Partnerships proved reserve quantities at December 31, 2006 would have the following remaining lives:
Discontinued Operations Continuing Operations ----------------------- --------------------- Partnership Gas-Years Oil-Years Gas-Years Oil-Years ----------- --------- --------- --------- ---------
II-A 9.1 14.8 10.3 9.9 II-B 3.4 13.2 9.3 12.8 II-C 3.7 11.6 11.5 12.8 II-D 13.1 11.6 12.4 6.1 II-E 7.1 6.3 10.8 7.6 II-F 5.3 8.6 8.5 9.1 II-G 5.3 8.6 8.5 9.2 II-H 5.2 8.6 8.6 9.7
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, 2006 may cause an increase or decrease in the estimated life of said reserves. As discussed above, the Partnerships will terminate on December 31, 2007.
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 2006, 2005, and 2004, 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 2006 2005 2004 ----------- -------- -------- --------
II-A $147,711 $133,494 $ 93,122 II-B 91,436 96,434 53,458 II-C 47,076 54,420 11,074 II-D 129,167 151,464 16,239 II-E 99,528 31,965 30,342 II-F 96,507 20,736 79,459 II-G 201,433 43,264 174,306 II-H 46,421 9,960 43,819
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 2006, 2005, and 2004. 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 either the quarter the Partnerships received the proceeds or the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sales of oil and gas properties during 2006, 2005, and 2004, were as follows:
Partnership 2006 2005 2004 ----------- ----------- ------- --------
II-A $ 47,161 $ - $26,393 II-B 7,244 - 32,405 II-C 3,866 - 13,888 II-D 56,884 27,451 - II-E 2,323,217 - 8,569 II-F 4,956,897 - 22,941 II-G 10,442,093 - 48,031 II-H 2,457,826 - 11,149
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 and sale of oil and gas properties, 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.
If the Partnerships were to continue past December 31, 2007, the General Partner would expect the Partnerships' general and administrative expenses to increase due to costs required to comply with Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase would reduce cash available for distributions. Due to the Partnerships' termination on December 31, 2007, these expenses will not occur; however, the Partnerships will incur increased expenses as part of their liquidation (e.g. auction fees, legal and title expenses associated with property sales, etc.).
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.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas well. If the unamortized costs, net of salvage value, of oil and gas properties 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. In the third quarter of 2006, natural gas prices declined significantly. Consequently, the partnerships incurred impairments utilizing the natural gas spot prices that existed on September 30, 2006. The impairments related to continuing operations recognized in the third quarter totaled approximately $13,000, $7,000, $5,000, $3,000, $20,000, $24,000, $54,000, and $7,000 for the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships, respectively. Once incurred, an impairment of oil and natural gas properties is not reversible.
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 Pronouncement
In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements" (FAS No. 157). FAS No. 157 establishes a common definition for fair value to be applied to US GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. FAS No. 157 is effective for fiscal years beginning after November 5, 2007. The Partnerships are currently assessing the impact of FAS No. 157 on their results of operations, financial condition and cash flows.
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 value of net assets in liquidation of the Partnerships is substantially dependent on prices of crude oil, natural gas, and natural gas liquids. Declines in commodity prices will adversely affect the amount of cash that will be received from the sale of oil and gas and from the sale of the Partnerships' oil and gas properties in liquidation, and thus ultimately affect the amount of cash that will be available for distribution to the partners. The following table presents the estimated change in value presuming a decrease of 10% in forecasted natural gas and
crude oil prices. These estimated decreases in liquidation values are in comparison to the estimated liquidation value calculated using strip pricing for the unaudited pro-forma combined balance sheets at December 31, 2006 presented in Note 7 to the combined financial statements indexed in Item 15 hereof.
General Limited Partnership Partner Partners Total - ----------- -------- ---------- ----------
II-A $269,000 $2,417,000 $2,686,000 II-B 195,000 1,757,000 1,952,000 II-C 103,000 931,000 1,034,000 II-D 208,000 1,874,000 2,082,000 II-E 94,000 846,000 940,000 II-F 108,000 969,000 1,077,000 II-G 229,000 2,058,000 2,287,000 II-H 54,000 488,000 542,000
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15 hereof. Such financial statements and supplementary data are audited and presented on a going concern basis. Since termination of the Partnerships is now imminent, the General Partner has prepared unaudited pro forma combined balance sheets which are presented on a liquidation basis. These unaudited liquidation basis pro forma combined balance sheets are included in Note 7 to the financial statements 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. This evaluation did not result in any changes in the Partnerships' internal control over financial reporting that materially affected, or were reasonably likely to materially affect, the Partnerships' internal control over financial reporting.
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 2006 but which was not so reported.
PART III.
ITEM 10.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER, AND CORPORATE GOVERNANCE
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 55 President and Director
Judy K. Fox 56 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 2006 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.
Compensation Committee Interlocks and Insider Participation
As described above and in "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 2006, 2005, and 2004, 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 2006 2005 2004 ----------- -------- -------- --------
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 2006, 2005, and 2004:
[Remainder of Page Intentionally Left Blank]
Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates during the year ended December 31, 2006 is approximately as set forth on the table below:
Partnership Amount ----------- ------- II-A $55,000 II-B 53,000 II-C 25,000 II-D 30,000 II-E 34,000 II-F 28,000 II-G 62,000 II-H 16,000
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 159,064 (32.8%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 159,064 (32.8%)
II-B Partnership: - ---------------- Samson Resources Company 114,604 (31.7%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 114,604 (31.7%)
II-C Partnership: - ---------------- Samson Resources Company 55,814 (36.1%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 55,814 (36.1%)
II-D Partnership: - ---------------- Samson Resources Company 104,500 (33.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 104,500 (33.2%)
II-E Partnership: - ---------------- Samson Resources Company 79,588 (34.8%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 79,588 (34.8%)
II-F Partnership: - ---------------- Samson Resources Company 49,105 (28.7%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 49,105 (28.7%)
II-G Partnership: - ---------------- Samson Resources Company 89,977 (24.2%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 89,977 (24.2%)
II-H Partnership: - ---------------- Samson Resources Company 29,218 (31.9%)
All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 29,218 (31.9%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
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.
The Partnerships will terminate as of December 31, 2007. As part of the liquidation and winding-up process the General Partner will liquidate the Partnerships' properties by offering them to all interested parties through normal oil and gas property auction processes as well as appropriate negotiated transactions. It is possible that the General Partner will package some properties which have value with properties that have no or low value or are burdened with actual or potential liabilities. The General Partner intends to sell all such property packages and any associated or otherwise remaining Partnership assets and liabilities to the highest bidder at auction. It is possible that affiliates of the General Partner may participate in any public auction of these properties and may be the successful high bidder on some or all of the properties.
ITEM 14.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2006 and 2005, each Partnership incurred the following audit fees:
2006 2005 ------- ------- Year-end audit per engagement letter $26,418 $23,716 1st quarter 10-Q review 1,020 925 2nd quarter 10-Q review 1,020 917 3rd quarter 10-Q review 1,020 917 8-K Reviews(1) 4,525 -
(1) This fee relates to II-E, II-F, II-G and II-H only.
Audit-Related Fees
During 2006 and 2005 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 2006 and 2005 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 2006 and 2005 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' independent registered public 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 independent registered public accountants' 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 Production Partnership II-A Geodyne Energy Income Limited Partnership II-B Geodyne Production Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Production Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Production Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Production Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Production Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Production Partnership II-G Geodyne Energy Income Limited Partnership II-H Geodyne Production Partnership II-H
as of December 31, 2006 and 2005 and for each of the three years in the period ended December 31, 2006 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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.7 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.12 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.19 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.24 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.31 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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, filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.43 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.48 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.56 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 Agreement and Certificate of Limited Partnership dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.61 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-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 dated October 27, 2005 for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.74 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.83 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.87 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.96 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.100 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-A, filed as Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-B, filed as Exhibit 10.12 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-C, filed as Exhibit 10.18 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-D, filed as Exhibit 10.24 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-E, filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-F, filed as Exhibit 10.36 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-G, filed as Exhibit 10.42 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Production Partnership II-H, filed as Exhibit 10.48 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC. General Partner
April 16, 2007
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 April 16, 2007 -------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting April 16, 2007 -------------------- Officer (Principal Craig D. Loseke Accounting and Financial Officer)
//s//Judy K. Fox -------------------- Secretary April 16, 2007 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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------
2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,537,147 $2,121,512 Accounts receivable: Oil and gas sales 962,804 1,539,562 Assets held for sale (Note 6) 658,156 - --------- --------- Total current assets $3,158,107 $3,661,074
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,928,699 2,469,366
DEFERRED CHARGE 548,671 601,624 --------- --------- $5,635,477 $6,732,064 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 376,866 $ 347,424 Gas imbalance payable 95,852 96,957 Asset retirement obligation current (Note 1) 14,586 41,485 Asset retirement obligation - held for sale (Note 6) 222,378 - Liabilities - held for sale (Note 6) 114,978 - --------- --------- Total current liabilities $ 824,660 $ 485,866
LONG-TERM LIABILITIES: Accrued liability $ 149,173 $ 155,405 Asset retirement obligation (Note 1) 655,276 863,302 --------- --------- Total long-term liabilities $ 804,449 $1,018,707
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 205,056) ($ 132,231) Limited Partners, issued and outstanding, 484,283 Units 4,211,424 5,359,722 --------- --------- Total Partners' capital $4,006,368 $5,227,491 --------- --------- $5,635,477 $6,732,064 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $5,744,792 $6,337,946 $4,850,061 Interest income 64,206 31,829 10,049 Gain on sale of oil and gas properties - - 27,282 Other income 833 - 328 --------- --------- --------- $5,809,831 $6,369,775 $4,887,720
COSTS AND EXPENSES: Lease operating $1,092,195 $ 989,940 $ 932,480 Production tax 310,878 379,309 286,097 Depreciation, depletion, and amortization of oil and gas properties 239,132 341,667 192,745 Impairment provision 13,240 - - General and administrative 557,822 561,287 556,269 --------- --------- --------- $2,213,267 $2,272,203 $1,967,591 --------- --------- --------- INCOME FROM CONTINUING OPERATIONS: $3,596,564 $4,097,572 $2,920,129
DISCONTINUED OPERATIONS: Income from discontinued Operations (Note 6) 929,802 999,918 746,569 Gain on disposal of discontinued operations (Note 6) 56,980 - - --------- --------- --------- NET INCOME $4,583,346 $5,097,490 $3,666,698 ========= ========= ========= GENERAL PARTNER: Net income from continuing operations $ 375,949 $ 437,324 $ 305,870 Net income from discontinued operations 100,695 105,382 76,785 --------- --------- --------- NET INCOME $ 476,644 $ 542,706 $ 382,655 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $3,220,615 $3,660,248 $2,614,259 Net income from discontinued operations 886,087 894,536 669,784 --------- --------- --------- NET INCOME $4,106,702 $4,554,784 $3,284,043 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 6.65 $ 7.56 $ 5.40 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 1.83 1.85 1.38 --------- ---------- ---------- NET INCOME PER UNIT $ 8.48 $ 9.41 $ 6.78 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-A Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 4,106,702 476,644 4,583,346 Cash distributions ( 5,255,000) ( 549,469) ( 5,804,469) --------- ------- ---------
Balance, Dec. 31, 2006 $4,211,424 ($205,056) $4,006,368 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,583,346 $5,097,490 $3,666,698 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 258,356 401,555 216,390 Impairment provision 16,429 - - Gain on sale of oil and gas properties - - ( 27,282) Gain on disposal of discontinued operations (Note 6) ( 56,980) - - Settlement of asset retirement obligation ( 31,311) ( 188) ( 14) (Increase) decrease in accounts receivable - oil and gas sales 362,037 ( 534,858) ( 243,088) Decrease in deferred charge 51,694 23,684 24,792 Increase in accounts payable 79,038 48,524 24,563 Decrease in accrued liability - other - ( 26,672) - Increase (decrease) in gas imbalance payable 2,024 ( 11,679) 17,173 Decrease in accrued liability ( 2,813) ( 23,901) ( 28,289) --------- --------- --------- Net cash provided by operating activities $5,261,820 $4,973,955 $3,650,943 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 88,877) ($ 135,847) ($ 81,909) Proceeds from sale of oil and gas properties - 27,282 - Proceeds from disposal of discontinued operations (Note 6) 47,161 - - --------- --------- ---------
Net cash used by investing activities ($ 41,716) ($ 108,565) ($ 81,909) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($5,804,469) ($4,301,351) ($3,440,170) --------- --------- --------- Net cash used by financing activities ($5,804,469) ($4,301,351) ($3,440,170) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 584,365) $ 564,039 $ 128,864
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD $2,121,512 1,557,473 1,428,609 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,537,147 $2,121,512 $1,557,473 ========= ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------
2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,068,383 $1,604,547 Accounts receivable: Oil and gas sales 782,744 1,127,488 Assets held for sale (Note 6) 212,715 - --------- ---------- Total current assets $2,063,842 $2,732,035
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,340,904 1,544,218
DEFERRED CHARGE 250,829 271,456 --------- --------- $3,655,575 $4,547,709 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 310,958 $ 229,602 Gas imbalance payable 25,724 35,564 Asset retirement obligation - current (Note 1) 15,504 11,476 Asset retirement obligation - held for sale (Note 6) 147,559 - Liabilities - held for sale (Note 6) 86,399 - --------- --------- Total current liabilities $ 586,144 $ 276,642
LONG-TERM LIABILITIES: Accrued liability $ 83,970 $ 72,442 Asset retirement obligation (Note 1) 238,460 372,410 --------- --------- Total long-term liabilities $ 322,430 $ 444,852
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 241,863) ($ 178,888) Limited Partners, issued and outstanding, 361,719 Units 2,988,864 4,005,103 --------- --------- Total Partners' capital $2,747,001 $3,826,215 --------- --------- $3,655,575 $4,547,709 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $4,606,830 $5,065,766 $3,875,641 Interest income 44,379 21,723 6,980 Gain on sale of oil and gas properties - - 32,405 Other income - - 1,353 --------- --------- --------- $4,651,209 $5,087,489 $3,916,379
COSTS AND EXPENSES: Lease operating $1,086,715 $ 804,304 $ 732,274 Production tax 237,587 312,174 240,478 Depreciation, depletion, and amortization of oil and gas properties 178,720 285,076 149,062 Impairment provision 6,569 - - General and administrative 423,781 427,005 421,360 --------- --------- --------- $1,933,372 $1,828,559 $1,543,174 --------- --------- --------- INCOME FROM CONTINUING OPERATIONS $2,717,837 $3,258,930 $2,373,205
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 412,438 454,985 337,209 Gain on disposal of discontinued operations (Note 6) 7,332 - - --------- --------- --------- NET INCOME $3,137,607 $3,713,915 $2,710,414 ========= ========= ========= GENERAL PARTNER: Net income from continuing operations $ 284,022 $ 349,378 $ 246,999 Net income from discontinued operations 42,824 48,300 34,207 --------- --------- --------- NET INCOME $ 326,846 $ 397,678 $ 281,206 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $2,433,815 $2,909,552 $2,126,206 Net income from discontinued operations 376,946 406,685 303,002 --------- --------- --------- NET INCOME $2,810,761 $3,316,237 $2,429,208 ========= ========== ========= NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 6.73 $ 8.04 $ 5.88
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 1.04 1.12 .84 --------- --------- --------- NET INCOME PER UNIT $ 7.77 $ 9.16 $ 6.72 ========= ========= ========= 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 PRODUCTION PARTNERSHIP II-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 2,810,761 326,846 3,137,607 Cash distributions ( 3,827,000) ($389,821) ($4,216,821) --------- ------- ---------
Balance, Dec. 31, 2006 $2,988,864 ($241,863) $2,747,001 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,137,607 $3,713,915 $2,710,414 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 187,660 316,205 154,459 Impairment provision 7,044 - - Gain on sale of oil and gas properties - - ( 32,405) Gain on disposal of discontinued operations (Note 6) ( 7,332) - - Settlement of asset retirement obligation - ( 58) ( 3) (Increase) decrease in accounts receivable 250,044 ( 377,022) ( 203,829) (Increase) decrease in deferred charge 20,383 ( 18,688) ( 14,633) Increase in accounts payable 85,409 2,816 68,305 Increase (decrease) in gas imbalance payable 3,042 ( 3,963) ( 7,749) Increase (decrease) in accrued liability 18,913 29,843 ( 6,174) --------- --------- --------- Net cash provided by operating activities $3,702,770 $3,663,048 $2,668,385 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 29,357) ($ 104,225) ($ 41,891) Proceeds from sale of oil and gas properties - 32,405 - Proceeds from disposal of discontinued operations (Note 6) 7,244 - - --------- --------- --------- Net cash used by investing activities ($ 22,113) ($ 71,820) ($ 41,891) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,216,821) ($3,065,738) ($2,481,227) --------- --------- ---------
Net cash used by financing activities ($4,216,821) ($3,065,738) ($2,481,227) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 536,164) $ 525,490 $ 145,267
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,604,547 1,079,057 933,790 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,068,383 $1,604,547 $1,079,057 ========= ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------ 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 506,167 $ 812,768 Accounts receivable: Oil and gas sales 424,972 643,141 Assets held for sale (Note 6) 19,532 - --------- --------- Total current assets $ 950,671 $1,455,909
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 669,082 728,242
DEFERRED CHARGE 140,129 155,926 --------- --------- $1,759,882 $2,340,077 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 145,261 $ 127,265 Gas imbalance payable 14,075 13,454 Asset retirement obligation - current (Note 1) 15,441 9,569 Asset retirement obligation - held for sale 4,024 - Liabilities - held for sale (Note 6) 8,382 - --------- --------- Total current liabilities $ 187,183 $ 150,288
LONG-TERM LIABILITIES: Accrued liability $ 43,318 $ 44,603 Asset retirement obligation (Note 1) 124,728 131,222 --------- --------- Total long-term liabilities $ 168,046 $ 175,825
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 94,429) ($ 57,416) Limited Partners, issued and outstanding, 154,621 Units 1,499,082 2,071,380 --------- --------- Total Partners' capital $1,404,653 $2,013,964 --------- --------- $1,759,882 $2,340,077 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $2,496,012 $2,921,343 $2,044,105 Interest income 21,698 10,553 3,246 Gain on sale of oil and gas properties - - 13,888 Other income - - 201 --------- --------- --------- $2,517,710 $2,931,896 $2,061,440
COSTS AND EXPENSES: Lease operating $ 522,502 $ 387,578 $ 367,169 Production tax 140,386 193,454 131,967 Depreciation, depletion, and amortization of oil and gas properties 99,119 117,995 69,282 Impairment provision 5,336 - - General and administrative 197,315 200,129 193,431 --------- --------- --------- $ 964,658 $ 899,156 $ 761,849 --------- --------- --------- INCOME FROM CONTINUING OPERATIONS $1,553,052 $2,032,740 $1,299,591
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 54,925 75,375 48,739 Gain on disposal of discontinued operations (Note 6) 3,105 - - --------- --------- --------- NET INCOME $1,611,082 $2,108,115 $1,348,330 ========= ========= =========
GENERAL PARTNER: Net income from continuing operations $ 162,536 $ 212,839 $ 134,602 Net income from discontinued operations 5,844 7,997 5,008 --------- --------- --------- NET INCOME $ 168,380 $ 220,836 $ 139,610 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $1,390,516 $1,819,901 $1,164,989 Net income from discontinued operations 52,186 67,378 43,731 --------- --------- --------- NET INCOME $1,442,702 $1,887,279 $1,208,720 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 8.99 $ 11.77 $ 7.53
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT .34 .44 .28 --------- --------- --------- NET INCOME PER UNIT $ 9.33 $ 12.21 $ 7.81 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 1,442,702 168,380 1,611,082 Cash distributions ( 2,015,000) ( 205,393) ( 2,220,393) --------- ------- ---------
Balance, Dec. 31, 2006 $1,499,082 ($ 94,429) $1,404,653 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,611,082 $2,108,115 $1,348,330 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 99,570 123,106 70,771 Impairment provision 5,336 - - Gain on sale of oil and gas properties - - ( 13,888) Gain on disposal of discontinued operations (Note 6) ( 3,105) - - Settlement of asset retirement obligation ( 1,256) ( 40) ( 145) Increase (decrease) in accounts receivable - oil and gas sales 203,944 ( 277,642) ( 97,713) (Increase) decrease in deferred charge 15,717 ( 34,395) 1,713 Increase (decrease) in accounts payable ( 3,414) 38,365 17,570 Increase (decrease) in gas imbalance payable 621 ( 8,586) ( 3,912) Increase (decrease) in accrued liability 1,484 10,280 ( 1,111) --------- --------- --------- Net cash provided by operating activities $1,929,979 $1,959,203 $1,321,615 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 20,053) ($ 56,804) ($ 7,250) Proceeds from sale of oil and gas properties - 13,888 - Proceeds from disposal of discontinued operations (Note 6) 3,866 - - --------- --------- --------- Net cash used by investing activities ($ 16,187) ($ 42,916) ($ 7,250) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,220,393) ($1,609,580) ($1,275,864) --------- --------- --------- Net cash used by financing activities ($2,220,393) ($1,609,580) ($1,275,864) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 306,601) $ 306,707 $ 38,501
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 812,768 506,061 467,560 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 506,167 $ 812,768 $ 506,061 ========= ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------ 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,059,020 $1,661,561 Accounts receivable: Oil and gas sales 940,580 1,544,131 Assets held for sale (Note 6) 136,570 - --------- --------- Total current assets $2,136,170 $3,205,692
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,307,978 1,559,585
DEFERRED CHARGE 352,148 371,875 --------- --------- $3,796,296 $5,137,152 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 182,835 $ 181,287 Gas imbalance payable 20,235 17,598 Asset retirement obligation - current (Note 1) 69,738 45,216 Asset retirement obligation - held for sale 37,822 - Liabilities - held for sale (Note 6) 16,084 - --------- --------- Total current liabilities $ 326,714 $ 244,101
LONG-TERM LIABILITIES: Accrued liability $ 121,205 $ 102,928 Asset retirement obligation (Note 1) 353,690 403,397 --------- --------- Total long-term liabilities $ 474,895 $ 506,325
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 148,835) ($ 65,352) Limited Partners, issued and outstanding, 314,878 Units 3,143,522 4,452,078 --------- --------- Total Partners' capital $2,994,687 $4,386,726 --------- --------- $3,796,296 $5,137,152 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $4,691,453 $5,959,258 $4,017,492 Interest income 45,265 20,757 6,614 Other income - 8,411 - --------- --------- --------- $4,736,718 $5,988,426 $4,024,106
COSTS AND EXPENSES: Lease operating $ 819,573 $ 686,517 $ 726,452 Production tax 289,687 410,871 251,063 Depreciation, depletion, and amortization of oil and gas properties 337,492 206,819 162,753 Impairment provision 3,250 - - General and administrative 372,615 375,678 369,797 --------- --------- --------- $1,822,617 $1,679,885 $1,510,065 --------- --------- --------- INCOME FROM CONTINUING OPERATIONS $2,914,101 $4,308,541 $2,514,041
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 283,595 296,378 179,205 Gain on disposal of discontinued operations (Note 6) 48,791 - - --------- --------- --------- NET INCOME $3,246,487 $4,604,919 $2,693,246 ========= ========= =========
GENERAL PARTNER: Net income from continuing operations $ 317,550 $ 447,392 $ 265,391 Net income from discontinued operations 33,493 32,517 18,869 --------- --------- --------- NET INCOME $ 351,043 $ 479,909 $ 284,260 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $2,596,551 $3,861,149 $2,248,650 Net income from discontinued operations 298,893 263,861 160,336 --------- --------- --------- NET INCOME $2,895,444 $4,125,010 $2,408,986 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 8.25 $ 12.26 $ 7.14 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT .95 .84 .51 --------- --------- --------- NET INCOME PER UNIT $ 9.20 $ 13.10 $ 7.65 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 2,895,444 351,043 3,246,487 Cash distributions ( 4,204,000) ( 434,526) ( 4,638,526) --------- ------- ---------
Balance, Dec. 31, 2006 $3,143,522 ($148,835) $2,994,687 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,246,487 $4,604,919 $2,693,246 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 340,315 238,808 173,296 Impairment provision 3,250 - - Gain on disposal of discontinued operations (Note 6) ( 48,791) - - Settlement of asset retirement obligation ( 1,433) - ( 1,448) (Increase) decrease in accounts receivable - oil and gas sales 511,171 ( 790,039) ( 194,913) (Increase) decrease in deferred charge 18,723 ( 26,546) 7,063 Increase (decrease) in accounts payable ( 5,084) 25,071 ( 10,632) Increase (decrease) in gas imbalance payable 2,637 ( 4,998) ( 21,102) Increase (decrease) in accrued liability 18,277 ( 6,421) 10,719 --------- --------- --------- Net cash provided by operating activities $4,085,552 $4,040,794 $2,656,229 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 106,451) ($ 180,012) ($ 15,322) Proceeds from sale of oil and gas properties - 27,451 - Proceeds from disposal of discontinued operations (Note 6) 56,884 - - --------- --------- --------- Net cash used by investing activities ($ 49,567) ($ 152,561) ($ 15,322) --------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,638,526) ($3,193,923) ($2,582,311) --------- --------- --------- Net cash used by financing activities ($4,638,526) ($3,193,923) ($2,582,311) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 602,541) $ 694,310 $ 58,596
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,661,561 967,251 908,655 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,059,020 $1,661,561 $ 967,251 ========= ========== =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------ 2006 2005 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 883,202 $1,290,961 Accounts receivable: Oil and gas sales 349,933 822,197 Assets held for sale (Note 6) 261,831 - --------- --------- Total current assets $1,494,966 $2,113,158
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 877,543 1,209,059
DEFERRED CHARGE 203,568 209,941 --------- --------- $2,576,077 $3,532,158 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 138,447 $ 128,602 Accounts payable-related party (Note 2) 647 - Gas imbalance payable 43,424 43,424 Asset retirement obligation - current (Note 1) 26,503 6,501 Asset retirement obligation - held for sale 31,833 - Liabilities - held for sale (Note 6) 43,055 - --------- --------- Total current liabilities $ 283,909 $ 178,527
LONG-TERM LIABILITIES: Accrued liability $ 69,257 $ 25,448 Asset retirement obligation(Note 1) 112,948 230,556 --------- --------- Total long-term liabilities $ 182,205 $ 256,004
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 95,977) ($ 67,016) Limited Partners, issued and outstanding, 228,821 Units 2,205,940 3,164,643 --------- --------- Total Partners' capital $2,109,963 $3,097,627 --------- --------- $2,576,077 $3,532,158 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ----------
REVENUES: Oil and gas sales $2,305,708 $2,789,818 $1,959,871 Interest income 33,070 13,967 4,783 Gain on sale of oil and gas properties 11 193 9,419 Other income 7,503 5,177 1,920 --------- --------- --------- $2,346,292 $2,809,155 $1,975,993
COSTS AND EXPENSES: Lease operating $ 544,265 $ 323,976 $ 332,354 Production tax 152,758 193,884 139,245 Depreciation, depletion, and amortization of oil and gas properties 111,418 109,257 80,642 Impairment provision 20,278 - - General and administrative 282,979 281,418 276,031 --------- --------- --------- $1,111,698 $ 908,535 $ 828,272 --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS $1,234,594 $1,900,620 $1,147,721
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 892,269 798,606 496,113 Gain on disposal of discontinued operations (Note 6) 2,260,042 - - --------- --------- --------- NET INCOME $4,386,905 $2,699,226 $1,643,834 ========= ========= =========
GENERAL PARTNER: Net income from continuing operations $ 132,005 $ 198,498 $ 120,572 Net income from discontinued operations 319,603 88,416 60,482 --------- --------- --------- NET INCOME $ 451,608 $ 286,914 $ 181,054 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $1,102,589 $1,702,122 $1,027,149 Net income from discontinued operations 2,832,708 710,190 435,631 --------- --------- --------- NET INCOME $3,935,297 $2,412,312 $1,462,780 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 4.82 $ 7.44 $ 4.49
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 12.38 3.10 1.90 --------- --------- --------- NET INCOME PER UNIT $ 17.20 $ 10.54 $ 6.39 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 3,935,297 451,608 4,386,905 Cash distributions ( 4,894,000) ( 480,569) ( 5,374,569) --------- ------- ---------
Balance, Dec. 31, 2006 $2,205,940 ($ 95,977) $2,109,963 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $4,386,905 $2,699,226 $1,643,834 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 144,827 204,315 201,433 Impairment provision 35,449 - - Gain on sale of oil and gas properties ( 11) ( 193) ( 9,419) Gain on disposal of discontinued operations (Note 6) ( 2,260,042) - - Settlement of asset retirement obligation ( 147) ( 275) - Increase (decrease) in accounts receivable - oil and gas sales 336,648 ( 368,329) ( 90,442) (Increase) decrease in deferred charge 2,136 ( 1,646) ( 405) Increase (decrease) in accounts payable 7,482 ( 48,829) 93,274 Increase in accounts payable-related party (Note 2) 647 - - Increase in accrued liability 45,517 14,780 2,515 --------- --------- --------- Net cash provided by operating activities $2,699,411 $2,499,049 $1,840,790 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 55,818) ($ 35,098) ($ 25,206) Proceeds from sale of oil and gas properties - - 8,569 Proceeds from disposal of discontinued operations (Note 6) 2,323,217 - - --------- --------- --------- Net cash provided (used) by investing activities $2,267,399 ($ 35,098) ($ 16,637) --------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($5,374,569) ($1,853,834) ($1,781,977) --------- --------- --------- Net cash used by financing activities ($5,374,569) ($1,853,834) ($1,781,977) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 407,759) $ 610,117 $ 42,176
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,290,961 680,844 638,668 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 883,202 $1,290,961 $ 680,844 ========= ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------
2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 824,445 $ 921,812 Accounts receivable: Oil and gas sales 252,355 819,472 Assets held for sale (Note 6) 613,824 - --------- --------- Total current assets $1,690,624 $1,741,284
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 631,804 1,169,138
DEFERRED CHARGE 21,383 30,727 --------- --------- $2,343,811 $2,941,149 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 39,146 $ 148,786 Accounts payable-related party (Note 2) 1,567 - Gas imbalance payable 4,632 2,312 Asset retirement obligation - current (Note 1) 5,398 1,909 Asset retirement obligation - held for sale 75,038 - Liabilities - held for sale (Note 6) 101,014 - --------- --------- Total current liabilities $ 226,795 $ 153,007
LONG-TERM LIABILITIES: Accrued liability $ 23,586 $ 26,676 Asset retirement obligation (Note 1 ) 118,752 195,940 --------- --------- Total long-term liabilities $ 142,338 $ 222,616
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 31,426) ($ 46,261) Limited Partners, issued and outstanding, 171,400 Units 2,006,104 2,611,787 --------- --------- Total Partners' capital $1,974,678 $2,565,526 --------- --------- $2,343,811 $2,941,149 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,543,521 $1,766,414 $1,426,139 Interest income 28,950 14,042 4,458 Gain on sale of oil and gas properties 28 471 24,162 Other income 18,339 - 4,694 --------- --------- --------- $1,590,838 $1,780,927 $1,459,453
COSTS AND EXPENSES: Lease operating $ 280,353 $ 195,267 $ 163,128 Production tax 100,580 112,925 101,077 Depreciation, depletion, and amortization of oil and gas properties 115,912 84,961 175,655 Impairment provision 24,473 - - General and administrative 219,008 217,348 211,681 --------- --------- --------- $ 740,326 $ 610,501 $ 651,541 --------- --------- --------- INCOME FROM CONTINUING OPERATIONS $ 850,512 $1,170,426 $ 807,912
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 1,836,111 1,691,606 1,064,206 Gain on disposal of discontinued operations (Note 6) 4,776,952 - - --------- --------- --------- NET INCOME $7,463,575 $2,862,032 $1,872,118 ========= ========= =========
GENERAL PARTNER: Net income from continuing operations $ 94,791 $ 123,285 $ 93,760 Net income from discontinued operations 663,467 173,690 110,114 --------- --------- --------- NET INCOME $ 758,258 $ 296,975 $ 203,874 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $ 755,721 $1,047,141 $ 714,152 Net income from discontinued operations 5,949,596 1,517,916 954,092 --------- --------- --------- NET INCOME $6,705,317 $2,565,057 $1,668,244 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 4.41 $ 6.11 $ 4.17
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 34.71 8.86 5.57 --------- --------- --------- NET INCOME PER UNIT $ 39.12 $ 14.97 $ 9.74 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 6,705,317 758,258 7,463,575 Cash distributions ( 7,311,000) ( 743,423) ( 8,054,423) --------- -------- ---------
Balance, Dec. 31, 2006 $2,006,104 ($ 31,426) $1,974,678 ========= ======== =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $7,463,575 $2,862,032 $1,872,118 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 139,871 135,289 216,694 Impairment provision 24,523 - - Gain on sale of oil and gas properties ( 28) ( 471) ( 24,162) Gain on disposal of discontinued operations (Note 6) ( 4,776,952) - - Settlement of asset retirement obligation ( 356) ( 670) - (Increase) decrease in accounts receivable - oil and gas sales 252,630 ( 362,139) ( 102,614) (Increase) decrease in deferred charge 1,232 4,375 ( 2,203) Increase (decrease) in accounts payable ( 31,766) ( 78,813) 157,363 Increase in accounts payable-related party (Note 2) 1,567 - - Increase (decrease) in gas imbalance payable 2,320 ( 1,080) ( 163) Increase in accrued liability 2,054 6,449 3,282 --------- --------- ---------- Net cash provided by operating activities $3,078,670 $2,564,972 $2,120,315 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 78,511) ($ 28,532) ($ 67,560) Proceeds from sale of oil and gas properties - - 22,941 Proceeds from disposal of discontinued operations (Note 6) 4,956,897 - - --------- --------- --------- Net cash provided (used) by investing activities $4,878,386 ($ 28,532) ($ 44,619) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($8,054,423) ($2,272,034) ($2,022,659) --------- --------- --------- Net cash used by financing activities ($8,054,423) ($2,272,034) ($2,022,659) --------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 97,367) $ 264,406 $ 53,037
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 921,812 657,406 604,369 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 824,445 $ 921,812 $ 657,406 ========= ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------
2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,846,124 $1,970,349 Accounts receivable: Oil and gas sales 546,685 1,749,695 Assets held for sale (Note 6) 1,286,746 - --------- --------- Total current assets $3,679,555 $3,720,044
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,360,872 2,514,404
DEFERRED CHARGE 53,796 65,542 --------- --------- $5,094,223 $6,299,990 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 79,030 $ 314,015 Accounts payable-related party (Note 2) 3,288 - Gas imbalance payable 16,422 15,317 Asset retirement obligation - current (Note 1) 11,451 3,988 Asset retirement obligation held for sale 157,170 - Liabilities - held for sale (Note 6) 211,077 - --------- --------- Total current liabilities $ 478,438 $ 333,320
LONG-TERM LIABILITIES: Accrued liability $ 43,043 $ 45,118 Asset retirement obligation (Note 1) 256,307 420,055 --------- --------- Total long-term liabilities $ 299,350 $ 465,173
PARTNERS' CAPITAL: General Partner $ 47,955 $ 9,830 Limited Partners, issued and outstanding, 372,189 Units 4,268,480 5,491,667 --------- --------- Total Partners' capital $4,316,435 $5,501,497 --------- --------- $5,094,223 $6,299,990 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ----------- ---------- ---------- REVENUES: Oil and gas sales $ 3,325,783 $3,795,574 $3,068,283 Interest income 62,457 30,374 9,689 Gain on sale of oil and gas properties 53 986 50,598 Other income 38,351 - 9,816 ---------- --------- --------- $ 3,426,644 $3,826,934 $3,138,386
COSTS AND EXPENSES: Lease operating $ 603,957 $ 417,847 $ 345,079 Production tax 218,197 244,993 218,887 Depreciation, depletion, and amortization of oil and gas properties 250,005 182,556 395,222 Impairment provision 54,129 - - General and administrative 438,581 437,316 432,673 ---------- --------- --------- $ 1,564,869 $1,282,712 $1,391,861 ---------- --------- --------- INCOME FROM CONTINUING OPERATIONS $ 1,861,775 $2,544,222 $1,746,525
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 3,844,863 3,558,643 2,234,571 Gain on disposal of discontinued operations (Note 6) 10,056,711 - - ---------- --------- --------- NET INCOME $15,763,349 $6,102,865 $3,981,096 ========== ========= =========
GENERAL PARTNER: Net income from continuing operations $ 207,304 $ 267,815 $ 204,245 Net income from discontinued operations 1,395,232 365,654 230,404 ---------- --------- --------- NET INCOME $ 1,602,536 $ 633,469 $ 434,649 ========== ========= =========
LIMITED PARTNERS: Net income from continuing operations $ 1,654,471 $2,276,407 $1,542,280 Net income from discontinued operations 12,506,342 3,192,989 2,004,167 ---------- --------- --------- NET INCOME $14,160,813 $5,469,396 $3,546,447 ========== ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 4.45 $ 6.12 $ 4.14
NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 33.60 8.58 5.38 ---------- --------- --------- NET INCOME PER UNIT $ 38.05 $ 14.70 $ 9.52 ========== ========= =========
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 PRODUCTION PARTNERSHIP II-G Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------- -------------------------
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 Net income 14,160,813 1,602,536 15,763,349 Cash distributions ( 15,384,000) ( 1,564,411)( 16,948,411) ---------- --------- ----------
Balance, Dec. 31, 2006 $ 4,268,480 $ 47,955 $ 4,316,435 ========== ========= ==========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------- ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $15,763,349 $6,102,865 $3,981,096 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 306,279 291,333 472,405 Impairment provision 54,235 - - Gain on sale of oil and gas properties ( 53) ( 986) ( 50,598) Gain on disposal of discontinued operations (Note 6) ( 10,056,711) - - Settlement of asset retirement obligation ( 743) ( 1,398) - (Increase) decrease in accounts receivable - oil and gas sales 535,989 ( 777,075) ( 219,641) (Increase) decrease in deferred charge 2,771 9,765 ( 4,069) Increase (decrease) in accounts payable ( 71,712) ( 167,501) 333,390 Increase in accounts payable-related party (Note 2) 3,288 - - Increase in gas imbalance payable 1,105 3,471 1,755 Increase in accrued liability 8,072 9,558 3,892 ---------- --------- --------- Net cash provided by operating activities $ 6,545,869 $5,470,032 $4,518,230 ---------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 163,776) ($ 60,641) ($ 148,393) Proceeds from sale of oil and gas properties - - 48,031 Proceeds from disposal of discontinued operations (Note 6) 10,442,093 - - ---------- --------- --------- Net cash provided (used) by investing activities $10,278,317 ($ 60,641) ($ 100,362) ---------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($16,948,411) ($4,840,970) ($4,300,809) ---------- --------- --------- Net cash used by financing activities ($16,948,411) ($4,840,970) ($4,300,809) ---------- --------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 124,225) $ 568,421 $ 117,059
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,970,349 1,401,928 1,284,869 ---------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 1,846,124 $1,970,349 $1,401,928 ========== ========= =========
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, 2006 and 2005, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2006, 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 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 7 to the combined financial statements, on February 5, 2007 the General Partner mailed a notice to the limited partners that the Partnership will terminate at the end of its current term, December 31, 2007, and that in connection with such termination the General Partner would liquidate all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma April 16, 2007
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 2006 and 2005
ASSETS ------
2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 474,706 $ 465,378 Accounts receivable: Oil and gas sales 129,051 409,173 Assets held for sale (Note 6) 297,517 - --------- --------- Total current assets $ 901,274 $ 874,551
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 331,348 597,072
DEFERRED CHARGE 12,322 16,952 --------- --------- $1,244,944 $1,488,575 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 22,499 $ 73,876 Accounts payable-related party (Note 2) 761 - Asset retirement obligation - current (Note 1) 2,726 922 Asset retirement obligation - held for sale 36,318 - Liabilities - held for sale (Note 6) 49,233 - --------- --------- Total current liabilities $ 111,537 $ 74,798
LONG-TERM LIABILITIES: Accrued liability $ 14,864 $ 15,003 Asset retirement obligation (Note 1) 63,227 102,427 --------- --------- Total long-term liabilities $ 78,091 $ 117,430
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 16,786) ($ 28,897) Limited Partners, issued and outstanding, 91,711 Units 1,072,102 1,325,244 --------- --------- Total Partners' capital $1,055,316 $1,296,347 --------- --------- $1,244,944 $1,488,575 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H Combined Statements of Operations For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ---------- ---------- ---------- REVENUES: Oil and gas sales $ 808,090 $ 922,356 $ 748,237 Interest income 14,340 6,886 2,181 Gain on sale of oil and gas properties 12 229 11,749 Other income 8,870 - 2,270 --------- --------- --------- $ 831,312 $ 929,471 $ 764,437
COSTS AND EXPENSES: Lease operating $ 146,000 $ 103,658 $ 87,051 Production tax 53,871 60,497 53,828 Depreciation, depletion, and amortization of oil and gas properties 59,866 43,392 96,623 Impairment provision 6,935 - - General and administrative 131,850 130,034 123,960 --------- --------- --------- $ 398,522 $ 337,581 $ 361,462 --------- --------- ---------
INCOME FROM CONTINUING OPERATIONS $ 432,790 $ 591,890 $ 402,975
DISCONTINUED OPERATIONS: Income from discontinued operations (Note 6) 895,254 826,216 520,886 Gain on disposal of discontinued operations (Note 6) 2,368,242 - - --------- --------- --------- NET INCOME $3,696,286 $1,418,106 $ 923,861 ========= ========= =========
GENERAL PARTNER: Net income from continuing operations $ 47,857 $ 62,406 $ 47,617 Net income from discontinued operations 327,571 84,929 53,650 --------- --------- --------- NET INCOME $ 375,428 $ 147,335 $ 101,267 ========= ========= =========
LIMITED PARTNERS: Net income from continuing operations $ 384,933 $ 529,484 $ 355,358 Net income from discontinued operations 2,935,925 741,287 467,236 --------- --------- --------- NET INCOME $3,320,858 $1,270,771 $ 822,594 ========= ========= =========
NET INCOME FROM CONTINUING OPERATIONS PER UNIT $ 4.20 $ 5.77 $ 3.87 NET INCOME FROM DISCONTINUED OPERATIONS PER UNIT 32.01 8.08 5.09 --------- --------- --------- NET INCOME PER UNIT $ 36.21 $ 13.85 $ 8.96 ========= ========= =========
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 PRODUCTION PARTNERSHIP II-H Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2006, 2005, and 2004
Limited General Partners Partner Total ------------ ---------- ------------
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 Net income 3,320,858 375,428 3,696,286 Cash distributions ( 3,574,000) ( 363,317) ( 3,937,317) --------- ------- ---------
Balance, Dec. 31, 2006 $1,072,102 ($ 16,786) $1,055,316 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H Combined Statements of Cash Flows For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004 ------------ ------------ ------------
CASH FLOWS FROM OPERATING ACTIVITIES: Net income $3,696,286 $1,418,106 $ 923,861 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 73,426 69,028 113,970 Impairment provisions 6,947 Gain on sale of oil and gas properties ( 12) ( 229) ( 11,749) Gain on disposal of discontinued operations (Note 6) ( 2,368,242) - - Settlement of asset retirement obligation ( 171) ( 323) - (Increase) decrease in accounts receivable - oil and gas sales 127,840 ( 176,986) ( 52,753) (Increase) decrease in deferred charge 688 2,782 ( 1,154) Increase (decrease) in accounts payable ( 13,384) ( 39,946) 77,834 Increase in accounts payable-related party (Note 2) 761 - - Increase in accrued liability 2,375 3,096 1,872 --------- --------- --------- Net cash provided by operating activities $1,526,514 $1,275,528 $1,051,881 --------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 37,695) ($ 14,443) ($ 37,380) Proceeds from sale of oil and gas properties - - 11,149 Proceeds from disposal of discontinued operations (Note 6) 2,457,826 - - --------- --------- --------- Net cash provided (used) by investing activities $2,420,131 ($ 14,443) ($ 26,231) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,937,317) ($1,124,855) ($1,001,598) --------- --------- --------- Net cash used by financing activities ($3,937,317) ($1,124,855) ($1,001,598) --------- --------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS $ 9,328 $ 136,230 $ 24,052
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 465,378 329,148 305,096 --------- --------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 474,706 $ 465,378 $ 329,148 ========= ========= =========
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, 2006, 2005, and 2004
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. 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." 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. On February 5, 2007 the General Partner mailed a notice to the limited partners announcing that the Partnerships will terminate at the end of their current term, December 31, 2007. See Note 7 for more information regarding the Partnership terminations.
An affiliate of the General Partner owned the following Units at December 31, 2006:
Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 156,883 32.39% II-B 111,952 30.95% II-C 55,094 35.63% II-D 101,855 32.35% II-E 78,601 34.35% II-F 48,916 28.54% II-G 87,584 23.53% II-H 29,152 31.79%
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.
Basis of Presentation
These financial statements reflect the combined accounts of each Geodyne Energy Income Limited Partnership and the related Geodyne Production Partnership after the elimination of all inter-partnership transactions and balances. These financial statements are presented on a going concern basis.
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 are allocated using the 10% / 90% after payout percentages as described in Footnote 3 to the table above.
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, 2006, 2005, and 2004, were as follows:
Partnership 2006 2005(1) 2004(1) ----------- ----- ------- ------- II-A $1.92 $2.50 $1.35 II-B 1.72 2.55 1.27 II-C 1.70 1.79 1.10 II-D 2.82 1.52 1.29 II-E 1.85 1.74 1.31 II-F 2.88 2.07 3.68 II-G 2.88 2.08 3.86 II-H 2.84 2.03 3.88
(1) These amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations. See Note 6 for more information about these discontinued operations.
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.
The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas well. If the unamortized costs, net of salvage value, of oil and gas properties 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. In the third quarter of 2006, natural gas prices declined significantly. Consequently, the partnerships incurred impairments utilizing the natural gas spot prices that existed on September 30, 2006. The impairments related to continuing operations recognized in the third quarter are set forth in the table below.
II-A $13,240 II-E $20,278 II-B 6,569 II-F 24,473 II-C 5,336 II-G 54,129 II-D 3,250 II-H 6,935
Once incurred, an impairment of oil and natural gas properties is not reversible.
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. The 2006 amounts do not include any wells classified as discontinued operations at December 31, 2006. The deferred charge for the discontinued
operations are included as a component of assets held for sale as described in Note 6 to the combined financial statements of the Partnerships. The rate used in calculating the deferred charge is the average annual production costs per Mcf. At December 31, 2006 and 2005, 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:
2006 2005 -------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 480,195 $548,671 526,539 $601,624 II-B 212,919 250,829 230,226 271,456 II-C 175,401 140,129 195,069 155,926 II-D 445,524 352,148 470,689 371,875 II-E 319,006 203,568 326,359 209,941 II-F 44,766 21,383 54,651 30,727 II-G 96,322 53,796 117,353 65,542 II-H 23,602 12,322 28,476 16,952
Accrued Liability
The Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The 2006 amounts do not include any wells classified as discontinued operations at December 31, 2006. The accrued liability for the discontinued operations is included as a component of assets held for sale as described in Note 6 to the combined financial statements of the Partnerships. The rate used in calculating the accrued liability is the annual average production costs per Mcf. At December 31, 2006 and 2005, 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:
2006 2005 ------------------ ------------------ Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 130,556 $149,173 136,010 $155,405 II-B 56,673 83,970 56,172 72,442 II-C 54,034 43,318 55,517 44,603 II-D 146,092 121,205 133,275 102,928 II-E 55,878 69,257 29,560 25,448 II-F 31,725 23,586 35,503 26,676 II-G 63,653 43,043 68,713 45,118 II-H 18,224 14,864 18,994 15,003
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, 2006 and 2005 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2006 2005 ----------------- ----------------- Partnership Mcf Amount Mcf Amount ----------- ------ -------- ------ --------
II-A 63,901 $95,852 64,638 $96,957 II-B 17,149 25,724 23,709 35,564 II-C 9,383 14,075 8,969 13,454 II-D 13,490 20,235 11,732 17,598 II-E 28,949 43,424 28,949 43,424 II-F 3,088 4,632 1,541 2,312 II-G 10,948 16,422 10,211 15,317 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.
Legal Contingency
A class action 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. Samson Resources ("Samson") is an affiliate of the General Partner and operates certain wells in which the Partnerships' own interests. The lawsuit alleges that Samson deducted from its payments to royalty and overriding royalty owners certain charges which were improper under the Wyoming royalty payment statutes and also alleges that Samson's check stubs did not fully comply with the Wyoming Royalty Payment Act. A number of these royalty and overriding royalty payments burden the interests of the II-A, II-C, and II-D Partnerships. Samson and plaintiffs have reached agreement to settle all of the plaintiffs' remaining claims in this lawsuit, and Samson expects a formal settlement agreement to be executed during April 2007. The settlement calls for an additional royalty payment of $1,000,000, and is subject to Court approval. The Plaintiffs' counsel, subject to Court approval, is responsible for determining the allocation of the $1,000,000 among the various class members after deduction of litigation costs and attorneys' fees. The method of allocation selected by the Plaintiffs' counsel and approved by the Court will determine the allocation of the settlement amount among Samson's Wyoming gas wells. This allocation is necessary in order to determine the portion of the settlement for which each Partnership is responsible. Consequently, until the allocation among the class members is received from the Plaintiff's counsel and approved by the Court, the General Partner cannot determine the portion of the settlement for which each Partnership will be responsible. Therefore, there have been no amounts accrued as of December 31, 2006.
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. 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.
The components of the change in asset retirement obligations for the year ended December 31, 2006 and 2005 are as shown below.
II-A Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $904,787 $393,670 Additions 634 6,908 Revisions - 466,239 Settlement and disposals ( 54,571) ( 1,820) Accretion expense 41,390 39,790 Discontinued operations ( 222,378) - ------- ------- Total Asset Retirement Obligation, December 31 $669,862 $904,787 ======= ======= Asset Retirement Obligation - Current $ 14,586 $ 41,485 Asset Retirement Obligation - Long-Term 655,276 863,302
II-B Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $383,886 $210,198 Additions - 2,149 Revisions - 155,638 Settlement and disposals ( 156) ( 987) Accretion expense 17,793 16,888 Discontinued operations ( 147,559) - ------- ------- Total Asset Retirement Obligation, December 31 $253,964 $383,886 ======= ======= Asset Retirement Obligation - Current $ 15,504 $ 11,476 Asset Retirement Obligation - Long-Term 238,460 372,410
II-C Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $140,791 $ 73,574 Additions - 212 Revisions - 61,173 Settlement and disposals ( 3,406) ( 673) Accretion expense 6,808 6,505 Discontinued operations ( 4,024) - ------- ------- Total Asset Retirement Obligation, December 31 $140,169 $140,791 ======= ======= Asset Retirement Obligation - Current $ 15,441 $ 9,569 Asset Retirement Obligation - Long-Term 124,728 131,222
II-D Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $448,613 $187,060 Additions - 2,210 Revisions - 238,232 Settlement and disposals ( 9,583) - Accretion expense 22,220 21,111 Discontinued operations ( 37,822) - ------- ------- Total Asset Retirement Obligation, December 31 $423,428 $448,613 ======= ======= Asset Retirement Obligation - Current $ 69,738 $ 45,216 Asset Retirement Obligation - Long-Term 353,690 403,397
II-E Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $237,057 $102,444 Additions 404 441 Revisions - 123,724 Settlement and disposals ( 77,025) ( 692) Accretion expense 10,848 11,140 Discontinued operations ( 31,833) - ------- ------- Total Asset Retirement Obligation, December 31 $139,451 $237,057 ======= ======= Asset Retirement Obligation - Current $ 26,503 $ 6,501 Asset Retirement Obligation - Long-Term 112,948 230,556
II-F Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $197,849 $102,318 Additions 791 1,073 Revisions - 86,747 Settlement and disposals ( 9,271) ( 1,690) Accretion expense 9,819 9,401 Discontinued operations ( 75,038) - ------- ------- Total Asset Retirement Obligation, December 31 $124,150 $197,849 ======= ======= Asset Retirement Obligation - Current $ 5,398 $ 1,909 Asset Retirement Obligation - Long-Term 118,752 195,940
II-G Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $424,043 $218,637 Additions 1,700 2,245 Revisions - 186,533 Settlement and disposals ( 21,826) ( 3,531) Accretion expense 21,011 20,159 Discontinued operations ( 157,170) - ------- ------- Total Asset Retirement Obligation, December 31 $267,758 $424,043 ======= ======= Asset Retirement Obligation - Current $ 11,451 $ 3,988 Asset Retirement Obligation - Long-Term 256,307 420,055
II-H Partnership ----------------
2006 2005 ---------- ----------
Total Asset Retirement Obligation, January 1 $103,349 $ 53,561 Additions 411 520 Revisions - 45,175 Settlement and disposals ( 6,604) ( 817) Accretion expense 5,115 4,910 Discontinued operations ( 36,318) - ------- ------- Total Asset Retirement Obligation, December 31 $ 65,953 $103,349 ======= ======= Asset Retirement Obligation - Current $ 2,726 $ 922 Asset Retirement Obligation - Long-Term 63,227 102,427
New Accounting Pronouncement
In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements" (FAS No. 157). FAS No. 157 establishes a common definition for fair value to be applied to US GAAP guidance requiring use of fair value, establishes a framework for measuring fair value, and expands the disclosure about such fair value measurements. FAS No 157 is effective for fiscal years beginning after November 5, 2007. The Partnerships are currently assessing the impact of FAS No. 157 on their results of operations, financial condition and cash flows.
Discontinued Operations
As further discussed in Note 3, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties to independent third parties at large public oil and gas auctions in 2006. Additional properties for all of the Partnerships will be sold at auctions in 2007. The properties sold in the 2006 auctions and those scheduled to be sold in 2007 auctions represent a disposal of a component under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS 144). Accordingly, current year results of these properties have been classified as discontinued, and prior periods have been restated. Once properties are classified as assets held for sale, they no longer incur any depreciation, depletion, and amortization expenses.
Reclassification
Certain prior year balances have been reclassified to conform with current year presentation.
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, 2006, 2005, and 2004:
Partnership 2006 2005 2004 ----------- -------- -------- --------
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 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 during the year ended December 31, 2006 is approximately as set forth on the table below:
II-A $55,000 II-E $34,000 II-B 53,000 II-F 28,000 II-C 25,000 II-G 62,000 II-D 30,000 II-H 16,000
The Accounts Payable - Related Party at December 31, 2006 for the II-E, II-F, II-G, and II-H Partnerships represents affiliated partnerships share of oil and gas revenues initially received by the II-E, II-F, II-G, and II-H Partnerships that have not yet been reimbursed to the affiliated partnerships as of December 31, 2006. Such amounts will be repaid during the second quarter of 2007.
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, 2006, 2005 and 2004:
Partnership Purchaser Percentage - ----------- ------------------------ --------------------- 2006 2005 2004 ----- ----- ----- II-A BP America Production Co. 15.9% 14.0% 14.8% Cinergy Marketing Company ("Cinergy") - 12.5% 16.1% Duke Energy Field Services ("Duke") - 10.3% 12.3%
II-B Citation Oil & Gas Corp. ("Citation") 16.4% 14.8% 13.1% Cinergy - 16.0% 24.1%
II-C Citation 13.6% 12.3% 11.6% Cinergy - 14.0% 22.3%
II-D Vintage Petroleum, Inc. 10.6% 11.1% 10.3% Cinergy - 12.3% 17.0% Whiting Petroleum Corp. - - 11.8%
II-E Atlas Pipeline Mid- Continent LLC 12.9% 13.3% - Cinergy - 12.8% 25.1%
II-F Duke 10.9% 13.7% 14.7% Cinergy - - 12.3% Chevron U.S.A., Inc. - - 10.0%
II-G Duke 11.1% 13.8% 14.9% Cinergy - - 12.2%
II-H Duke 11.4% 14.0% 15.1% Cinergy - - 11.9%
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, 2006 and 2005 were as follows:
II-A Partnership ---------------
2006 2005 ------------- -------------
Proved properties $26,599,306 $30,038,453
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 24,670,607) ( 27,569,087) ---------- ---------- Net oil and gas Properties $ 1,928,699 $ 2,469,366 ========== ==========
II-B Partnership ---------------
2006 2005 ------------- -------------
Proved properties $18,836,416 $20,598,447
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 17,495,512) ( 19,054,229) ---------- ---------- Net oil and gas Properties $ 1,340,904 $ 1,544,218 ========== ==========
II-C Partnership ----------------
2006 2005 ------------- -------------
Proved properties $ 8,211,171 $ 8,722,127
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 7,542,089) ( 7,993,885) ---------- ---------- Net oil and gas Properties $ 669,082 $ 728,242 ========== ==========
II-D Partnership ----------------
2006 2005 ------------- -------------
Proved properties $12,686,985 $14,226,782
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 11,379,007) ( 12,667,197) ---------- ---------- Net oil and gas Properties $ 1,307,978 $ 1,559,585 ========== ==========
II-E Partnership ----------------
2006 2005 ------------- -------------
Proved properties $ 9,949,660 $13,234,154
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 9,072,117) ( 12,025,095) ---------- ---------- Net oil and gas Properties $ 877,543 $ 1,209,059 ========== ==========
II-F Partnership ----------------
2006 2005 ------------- -------------
Proved properties $ 6,476,095 $10,482,766
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 5,844,291) ( 9,313,628) ---------- ---------- Net oil and gas Properties $ 631,804 $ 1,169,138 ========== ==========
II-G Partnership ----------------
2006 2005 ------------- -------------
Proved properties $14,010,934 $22,459,822
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,650,062) ( 19,945,418) ---------- ---------- Net oil and gas Properties $ 1,360,872 $ 2,514,404 ========== ==========
II-H Partnership ----------------
2006 2005 ------------- -------------
Proved properties $ 3,423,556 $ 5,389,006
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ($ 3,092,208) ( 4,791,934) ---------- ---------- Net oil and gas Properties $ 331,348 $ 597,072 ========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2006, 2005, and 2004. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2006, 2005, and 2004, were as follows:
Partnership 2006 2005(1) 2004 ----------- -------- -------- --------
II-A $147,711 $133,494 $ 93,122 II-B 91,436 96,434 53,458 II-C 47,076 54,420 11,074 II-D 129,167 151,464 16,239 II-E 99,528 31,965 30,342 II-F 96,507 20,736 79,459 II-G 201,433 43,264 174,306 II-H 46,421 9,960 43,819
- ---------- (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.
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, 2006, 2005, and 2004, were estimated by petroleum engineers employed by affiliates of the Partnerships. In addition, reserve information for the top 80% of each Partnership's reserve base (based on volumes) has been reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder Scott has stated to the General Partner their opinion that (i) the estimates of reserves for the properties which they reviewed were prepared in accordance with generally accepted procedures for the estimation of reserves, (ii) they found no bias in the utilization and analysis of data, and (iii) the cash flow projections provided by Samson of gross and net reserves and associated revenues and costs based on constant pricing in general appear reasonable. 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.
In general, the Partnerships experienced downward revisions in gas reserves at December 31, 2006 as compared to December 31, 2005 due to the decrease in the gas prices used to estimate reserves. The II-A and II-B Partnerships had an increase in gas reserves due to revised forecasts on several properties based on actual production experience. The II-C and II-D Partnerships had an increase in gas reserves on one material property, which is discussed below.
Following is a description of those oil and gas properties for which revisions in the continuing operations estimated proved reserves as of December 31, 2006 as compared to December 31, 2005 were significant to the Partnerships:
The II-E, II-F, II-G, and II-H Partnerships' estimated proved oil reserves decreased approximately 7,000 barrels, 18,000 barrels, 37,000 barrels, and 9,000 barrels, respectively, in the Pecos Valley Unit due to a revised forecast in reserves based on actual production experience and a steeper decline rate resulting in a shorter reserve life.
In addition, the II-E Partnership's estimated proved oil reserves decreased approximately 10,000 barrels in the F. H. Gray Unit D due to a revised forecast in reserves based on actual production experience.
Following is a description of those oil and gas properties for which revisions in the discontinued operations estimated proved reserves as of December 31, 2006 as compared to December 31, 2005 were significant to the Partnerships:
The II-C and II-D Partnerships' estimated proved gas reserves increased approximately 5,000 Mcf and 56,000 Mcf, respectively, in the Skjelvik due to the completion of an additional zone during 2006.
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2006 and 2005 is as follows:
II-A Partnership ----------------
---------------------------------------------------- First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ----------- ----------- ----------
Total Revenues $1,538,126 $1,450,986 $1,449,456 $1,371,263 Gross Profit(1) 1,047,229 1,021,938 1,239,655 845,564 Income from continuing operations 888,478 887,292 1,107,597 713,197 Income from discontinued operations 255,548 250,962 281,781 198,491 Net Income 1,144,026 1,138,254 1,389,378 911,688 Limited Partners' Net Income per Unit 2.11 2.12 2.56 1.69
---------------------------------------------------- First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $1,406,622 $1,411,544 $1,627,558 $1,924,051 Gross Profit(1) 1,096,335 1,031,822 1,170,311 1,360,391 Income from continuing operations 940,575 897,347 1,036,467 1,223,183 Income from discontinued operations 237,703 216,339 283,137 262,739 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
- ------------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-B Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ----------- ----------- -----------
Total Revenues $1,324,218 $1,157,157 $1,131,878 $1,037,956 Gross Profit(1) 937,154 850,693 748,292 605,479 Income from continuing operations 812,536 749,650 649,386 506,265 Income from discontinued operations 121,076 110,530 123,092 65,072 Net Income 933,612 860,180 772,478 571,337 Limited Partners' Net Income per Unit 2.32 2.13 1.91 1.41
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $1,160,203 $1,042,138 $1,334,125 $1,551,023 Gross Profit(1) 899,527 715,616 970,673 1,100,119 Income from continuing operations 777,636 614,632 870,368 996,294 Income from discontinued operations 111,730 89,284 152,397 101,574 Net Income 889,366 703,916 1,022,765 1,097,868 Limited Partners' Net Income per Unit 2.21 1.73 2.51 2.71
- ------------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-C Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ---------- ----------- -----------
Total Revenues $713,439 $625,141 $640,191 $538,939 Gross Profit(1) 515,291 470,580 430,069 334,427 Income from continuing operations 448,338 426,311 387,177 291,226 Income from discontinued operations 18,272 13,012 13,503 13,243 Net Income 466,610 439,323 400,680 304,469 Limited Partners' Net Income per Unit 2.71 2.55 2.30 1.77
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $643,722 $621,904 $716,574 $949,696 Gross Profit(1) 509,256 490,490 532,976 700,147 Income from continuing operations 444,584 446,092 489,336 652,728 Income from discontinued Operations 15,385 11,534 31,046 17,410 Net Income 459,969 457,626 520,382 670,138 Limited Partners' Net Income per Unit 2.67 2.65 3.01 3.88
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-D Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ---------- ---------- -----------
Total Revenues $1,370,063 $1,098,009 $1,253,367 $1,015,279 Gross Profit(1) 1,040,785 818,891 745,536 681,504 Income from continuing operations 929,207 730,708 659,297 594,889 Income from discontinued operations 83,444 68,632 49,134 131,176 Net Income 1,012,651 799,340 708,431 726,065 Limited Partners' Net Income per Unit 2.89 2.27 1.96 2.08
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $1,323,738 $1,204,130 $1,386,138 $2,074,420 Gross Profit(1) 1,011,005 1,016,930 1,042,848 1,613,436 Income from continuing operations 902,052 928,763 955,358 1,522,368 Income from discontinued Operations 74,779 33,979 95,562 92,058 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
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-E Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ----------- ---------- -----------
Total Revenues $696,076 $577,014 $561,722 $ 511,480 Gross Profit(1) 538,887 375,829 311,907 290,950 Income from continuing operations 451,272 311,219 248,946 223,157 Income from discontinued operations 194,553 256,618 278,430 2,422,710 Net Income 645,825 567,837 527,376 2,645,867 Limited Partners' Net Income per Unit 2.53 2.22 2.05 10.40
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ---------- -----------
Total Revenues $569,981 $459,680 $632,097 $1,147,397 Gross Profit(1) 438,772 348,038 467,562 927,666 Income from continuing operations 353,598 283,366 403,619 860,037 Income from discontinued operations 203,173 175,133 255,238 165,062 Net Income 556,771 458,499 658,857 1,025,099 Limited Partners' Net Income per Unit 2.18 1.78 2.58 4.00
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-F Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ----------- ----------- -----------
Total Revenues $408,454 $398,507 $430,429 $ 353,448 Gross Profit(1) 310,250 273,037 254,082 232,151 Income from continuing Operations 238,624 225,022 206,651 180,215 Income from discontinued operations 434,419 498,602 550,878 5,129,164 Net Income 673,043 723,624 757,529 5,309,379 Limited Partners' Net Income per Unit 3.51 3.80 3.94 27.87
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- ----------- Total Revenues $438,158 $424,542 $421,223 $ 497,004 Gross Profit(1) 352,760 334,915 312,825 387,274 Income from continuing operations 283,451 286,786 264,905 335,284 Income from discontinued operations 444,097 370,883 517,592 359,034 Net Income 727,548 657,669 782,497 694,318 Limited Partners' Net Income per Unit 3.81 3.44 4.08 3.64
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
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II-G Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ---------- ----------- -----------
Total Revenues $ 880,264 $ 862,028 $ 925,759 $ 758,593 Gross Profit(1) 667,316 590,815 546,756 495,469 Income from continuing operations 539,778 487,757 445,016 389,224 Income from discontinued operations 910,794 1,042,145 1,158,869 10,789,766 Net Income 1,450,572 1,529,902 1,603,885 11,178,990 Limited Partners' Net Income per Unit 3.50 3.68 3.84 27.03
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $ 944,117 $ 771,573 $1,047,576 $ 1,063,668 Gross Profit(1) 758,248 574,249 804,481 844,560 Income from continuing operations 633,460 471,259 701,620 737,883 Income from discontinued operations 931,948 785,579 1,087,924 753,192 Net Income 1,565,408 1,256,838 1,789,544 1,491,075 Limited Partners' Net Income per Unit 3.77 3.02 4.32 3.59
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
II-H Partnership ----------------
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter ----------- ----------- ----------- -----------
Total Revenues $213,859 $207,264 $224,682 $ 185,507 Gross Profit(1) 161,596 141,715 139,829 121,500 Income from continuing operations 112,165 115,549 113,954 91,122 Income from discontinued operations 208,538 242,887 269,125 2,542,946 Net Income 320,703 358,436 383,079 2,634,068 Limited Partners' Net Income per Unit 3.13 3.51 3.73 25.84
------------------------------------------------------ First Second Third Fourth Quarter(2) Quarter(2) Quarter(2) Quarter(2) ----------- ----------- ----------- -----------
Total Revenues $230,620 $185,789 $253,837 $ 259,225 Gross Profit(1) 184,458 140,213 194,299 202,954 Income from continuing operations 137,173 113,860 168,186 172,671 Income from discontinued Operations 217,669 179,873 252,468 176,206 Net Income 354,842 293,733 420,654 348,877 Limited Partners' Net Income per Unit 3.47 2.87 4.10 3.41
- ------------ (1) Total revenues less oil and gas production expenses, depreciation, depletion, and amortization expenses, and impairment provision. (2) Quarterly and prior year amounts have been restated to reflect the sale of various oil and gas properties during 2006 and assets held for sale as of December 31, 2006 as discontinued operations, as described in Note 6 to the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
6. DISCONTINUED OPERATIONS
During August 2006, the General Partner approved a plan to sell an increased amount of the Partnerships' properties as a result of the generally favorable current environment for oil and gas properties. On October 11, 2006, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in a number of producing properties at a large public oil and gas auction which resulted in proceeds of approximately $43,000, $49,000, $1,961,000, $4,449,000, $9,291,000, and $2,152,000 (net of fees), respectively, to these Partnerships. On December 13, 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interest in additional producing properties at a large public oil and gas auction which resulted in proceeds of approximately $4,000, $7,000, $4,000, $8,000, $362,000, $507,000, $1,151,000, and $306,000 (net of fees), respectively, to these Partnerships. The 2006 sales resulted in a gain on disposal of discontinued operations of approximately $57,000, $7,000, $3,000, $49,000, $2,260,000, $4,777,000, $10,057,000, and $2,368,000, respectively, for these Partnerships. Additional properties for all of the Partnerships will be sold at auctions in 2007. The properties sold in the 2006 auctions and those scheduled to be sold in the 2007 auctions represent "disposal of a component" under Statement of Financial Accounting Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assts" (FAS 144). Accordingly, current year results of these properties have been classified as discontinued, and prior periods have been restated. In conjunction with the planned sales, the Partnerships will retain all assets and liabilities through the effective date of the sale and purchasers will assume the asset retirement obligations associated with the sold interests.
Net income from discontinued operations is as follows:
II-A Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $1,346,746 $1,396,344 $1,091,637 Lease operating ( 351,544) ( 287,806) ( 280,729) Production tax ( 42,987) ( 48,732) ( 40,694) Depreciation, depletion, and amortization of oil and gas properties ( 19,224) ( 59,888) ( 23,645) Impairment provision ( 3,189) - - --------- --------- ---------- Income from discontinued operations $ 929,802 $ 999,918 $ 746,569 ========= ========= =========
II-B Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $ 635,390 $ 661,063 $ 510,094 Lease operating ( 200,391) ( 155,220) ( 153,830) Production tax ( 13,146) ( 19,729) ( 13,658) Depreciation, depletion, and amortization of oil and gas properties ( 8,940) ( 31,129) ( 5,397) Impairment provision ( 475) - - --------- --------- --------- Income from discontinued operations $ 412,438 $ 454,985 $ 337,209 ========= ========= =========
II-C Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $ 83,481 $ 108,948 $ 75,102 Lease operating ( 21,516) ( 19,142) ( 19,001) Production tax ( 6,589) ( 9,320) ( 5,873) Depreciation, depletion, and amortization of oil and gas properties ( 451) ( 5,111) ( 1,489) --------- --------- --------- Income from discontinued operations $ 54,925 $ 75,375 $ 48,739 ========= ========= =========
II-D Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $ 485,639 $ 501,170 $ 379,159 Lease operating ( 157,495) ( 125,587) ( 156,950) Production tax ( 41,726) ( 47,216) ( 32,461) Depreciation, depletion, and amortization of oil and gas properties ( 2,823) ( 31,989) ( 10,543) --------- --------- --------- Income from discontinued operations $ 283,595 $ 296,378 $ 179,205 ========= ========= =========
II-E Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $1,180,336 $1,160,131 $ 829,044 Lease operating ( 153,346) ( 179,220) ( 162,003) Production tax ( 86,141) ( 87,247) ( 50,137) Depreciation, depletion, and amortization of oil and gas properties ( 33,409) ( 95,058) ( 120,791) Impairment provision ( 15,171) - - --------- --------- --------- Income from discontinued operations $ 892,269 $ 798,606 $ 496,113 ========= ========= =========
II-F Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $2,213,805 $2,093,971 $1,449,995 Lease operating ( 225,539) ( 225,188) ( 262,370) Production tax ( 128,146) ( 126,849) ( 82,380) Depreciation, depletion, and amortization of oil and gas properties ( 23,959) ( 50,328) ( 41,039) Impairment provision ( 50) - - --------- --------- --------- Income from discontinued operations $1,836,111 $1,691,606 $1,064,206 ========= ========= =========
II-G Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $4,645,048 $4,420,252 $3,048,592 Lease operating ( 474,538) ( 485,942) ( 563,018) Production tax ( 269,267) ( 266,890) ( 173,820) Depreciation, depletion, and amortization of oil and gas properties ( 56,274) ( 108,777) ( 77,183) Impairment provision ( 106) - - --------- --------- --------- Income from discontinued operations $3,844,863 $3,558,643 $2,234,571 ========= ========= =========
II-H Partnership ----------------
2006 2005 2004 ------------ ------------ ------------
Oil and gas sales $1,083,001 $1,026,306 $ 711,813 Lease operating ( 111,082) ( 112,094) ( 132,760) Production tax ( 63,093) ( 62,360) ( 40,820) Depreciation, depletion, and amortization of oil and gas properties ( 13,560) ( 25,636) ( 17,347) Impairment provision ( 12) - - ---------- --------- --------- Income from discontinued operations $ 895,254 $ 826,216 $ 520,886 ========= ========= =========
Assets of the discontinued operations as of December 31, 2006 were as follows:
II-A Partnership ------------ Accounts receivable - oil and gas sales $ 214,721 Oil and gas properties 3,145,225 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 2,703,049) Deferred charge 1,259 --------- Net assets held for sale $ 658,156 =========
II-B Partnership ------------ Accounts receivable - oil and gas sales $ 94,700 Oil and gas properties 1,845,626 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 1,727,855) Deferred charge 244 --------- Net assets held for sale $ 212,715 =========
II-C Partnership ------------ Accounts receivable - oil and gas sales $ 14,225 Oil and gas properties 400,262 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 395,035) Deferred charge 80 --------- Net assets held for sale $ 19,532 =========
II-D Partnership ------------- Accounts receivable - oil and gas sales $ 92,380 Oil and gas properties 684,245 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 641,059) Deferred charge 1,004 --------- Net assets held for sale $ 136,570 =========
II-E Partnership ------------ Accounts receivable - oil and gas sales $ 135,616 Oil and gas properties 1,223,175 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 1,101,197) Deferred charge 4,237 --------- Net assets held for sale $ 261,831 =========
II-F Partnership ------------ Accounts receivable - oil and gas sales $ 314,487 Oil and gas properties 2,804,558 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 2,513,333) Deferred charge 8,112 --------- Net assets held for sale $ 613,824 =========
II-G Partnership ------------ Accounts receivable - oil and gas sales $ 667,021 Oil and gas properties 5,862,808 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 5,252,058) Deferred charge 8,975 --------- Net assets held for sale $1,286,746 =========
II-H Partnership ------------ Accounts receivable - oil and gas sales $ 152,282 Oil and gas properties 1,336,598 Accumulated depreciation, depletion, amortization and valuation allowance of oil and gas properties ( 1,195,305) Deferred charge 3,942 --------- Net assets held for sale $ 297,517 =========
Liabilities of the discontinued operations as of December 31, 2006 were as follows:
II-A Partnership ----------- Accounts payable $ 108,430 Accrued liability 3,419 Gas imbalance payable 3,129 --------- Net liabilities - held for sale $ 114,978 =========
II-B Partnership ----------- Accounts payable $ 66,132 Accrued liability 7,385 Gas imbalance payable 12,882 --------- Net liabilities - held for sale $ 86,399 =========
II-C Partnership ----------- Accounts payable $ 5,613 Accrued liability 2,769 --------- Net liabilities - held for sale $ 8,382 =========
II-D Partnership ----------- Accounts payable $ 16,084 --------- Net liabilities - held for sale $ 16,084 =========
II-E Partnership ----------- Accounts payable $ 41,347 Accrued liability 1,708 --------- Net liabilities - held for sale $ 43,055 =========
II-F Partnership ----------- Accounts payable $ 95,870 Accrued liability 5,144 --------- Net liabilities - held for sale $ 101,014 =========
II-G Partnership ----------- Accounts payable $ 200,930 Accrued liability 10,147 --------- Net liabilities - held for sale $ 211,077 =========
II-H Partnership ----------- Accounts payable $ 46,719 Accrued liability 2,514 --------- Net liabilities - held for sale $ 49,233 =========
7. SUBSEQUENT EVENT
On February 5, 2007, the General Partner mailed a notice to the limited partners announcing that the Partnerships will terminate December 31, 2007.
The following unaudited pro forma combined balance sheets as of December 31, 2006 give effect to a change from the going concern basis of accounting to the liquidation basis of accounting. The unaudited pro forma combined balance sheets are presented as if the change had occurred on December 31, 2006. The unaudited pro forma combined balance sheets are based on assumptions and include adjustments as explained in the notes to the unaudited pro forma combined balance sheets. While these balance sheets are prepared with the intent of showing fair value, they are also based on estimates regarding (i) future net cash flows until the properties are sold and (ii) sales prices which will be received for the properties through the liquidation process. Actual current and future prices and costs as well as the prices buyers are willing to pay at the time the properties are sold may differ materially from the estimates used in the preparation of the unaudited liquidation basis combined balance sheets.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $1,537,147 ($ 1,537,147) $ - Accounts receivable: Oil and gas sales 962,804 ( 962,804) - Assets held for sale 658,156 ( 658,156) - --------- ---------- ---------- Total current assets $3,158,107 ($ 3,158,107) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,928,699 ($ 1,928,699) $ - DEFERRED CHARGE 548,671 ( 548,671) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 25,875,830 25,875,830 --------- ---------- ---------- $5,635,477 $20,240,353 $25,875,830 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 376,866 ( $ 376,866) $ - Gas imbalance payable 95,852 ( 95,852) - Asset retirement obligation - current 14,586 ( 14,586) - Asset retirement obligation - held for sale 222,378 ( 222,378) - Liabilities - held for sale 114,978 ( 114,978) - --------- ----------- ---------- Total current liabilities $ 824,660 ($ 824,660) $ -
LONG-TERM LIABILITIES: Accrued liability $ 149,173 ($ 149,173) $ - Asset retirement obligation 655,276 ( 655,276) - --------- ---------- ---------- Total long-term liabilities $ 804,449 ($ 804,449) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 205,056) $ 2,465,341 $ 2,260,285 Limited Partners, issued and outstanding 484,283 units 4,211,424 19,404,121 23,615,545 --------- ---------- ---------- Total partners' capital $4,006,368 $21,869,462 $25,875,830 --------- ---------- ---------- $5,635,477 $20,240,353 $25,875,830 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $1,068,383 ($ 1,068,383) $ - Accounts receivable: Oil and gas sales 782,744 ( 782,744) - Assets held for sale 212,715 ( 212,715) - --------- ---------- ---------- Total current assets $2,063,842 ($ 2,063,842) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,340,904 ($ 1,340,904) $ - DEFERRED CHARGE 250,829 ( 250,829) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 19,305,062 19,305,062 --------- ---------- ---------- $3,655,575 $15,649,487 $19,305,062 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- ----------- CURRENT LIABILITIES: Accounts payable $ 310,958 ($ 310,958) $ - Gas imbalance payable 25,724 ( 25,724) - Asset retirement obligation - current 15,504 ( 15,504) - Asset retirement obligation - held for sale 147,559 ( 147,559) - Liabilities - held for sale 86,399 ( 86,399) - --------- ----------- ---------- Total current liabilities $ 586,144 ($ 586,144) $ -
LONG-TERM LIABILITIES: Accrued liability $ 83,970 ($ 83,970) $ - Asset retirement obligation 238,460 ( 238,460) - --------- ---------- ---------- Total long-term liabilities $ 322,430 ($ 322,430) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 241,863) $ 1,944,849 $ 1,702,986 Limited Partners, issued and outstanding 361,719 units 2,988,864 14,613,212 17,602,076 --------- ---------- ---------- Total partners' capital $2,747,001 $16,558,061 $19,305,062 --------- ---------- ---------- $3,655,575 $15,649,487 $19,305,062 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $ 506,167 ($ 506,167) $ - Accounts receivable: Oil and gas sales 424,972 ( 424,972) - Assets held for sale 19,532 ( 19,532) - --------- ---------- ---------- Total current assets $ 950,671 ($ 950,671) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 669,082 ($ 669,082) $ - DEFERRED CHARGE 140,129 ( 140,129) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 11,725,158 11,725,158 --------- ---------- ---------- $1,759,882 $ 9,965,276 $11,725,158 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 145,261 ($ 145,261) $ - Gas imbalance payable 14,075 ( 14,075) - Asset retirement obligation - current 15,441 ( 15,441) - Asset retirement obligation - held for sale 4,024 ( 4,024) - Liabilities - held for sale 8,382 ( 8,382) - --------- ----------- ---------- Total current liabilities $ 187,183 ($ 187,183) $ -
LONG-TERM LIABILITIES: Accrued liability $ 43,318 ($ 43,318) $ - Asset retirement obligation 124,728 ( 124,728) - --------- ---------- ---------- Total long-term liabilities $ 168,046 ($ 168,046) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 94,429) $ 1,156,112 $ 1,061,683 Limited Partners, issued and outstanding 154,621 units 1,499,082 9,164,393 10,663,475 --------- ---------- ---------- Total partners' capital $1,404,653 $10,320,505 $11,725,158 --------- ---------- ---------- $1,759,882 $ 9,965,276 $11,725,158 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $1,059,020 ($ 1,059,020) $ - Accounts receivable: Oil and gas sales 940,580 ( 940,580) - Assets held for sale 136,570 ( 136,570) - --------- ---------- ---------- Total current assets $2,136,170 ($ 2,136,170) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,307,978 ($ 1,307,978) $ - DEFERRED CHARGE 352,148 ( 352,148) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 24,984,468 24,984,468 --------- ---------- ---------- $3,796,296 $21,188,172 $24,984,468 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 182,835 ($ 182,835) $ - Gas imbalance payable 20,235 ( 20,235) - Asset retirement obligation - current 69,738 ( 69,738) - Asset retirement obligation - held for sale 37,822 ( 37,822) - Liabilities - held for sale 16,084 ( 16,084) - --------- ----------- ---------- Total current liabilities $ 326,714 ($ 326,714) $ -
LONG-TERM LIABILITIES: Accrued liability $ 121,205 ($ 121,205) $ - Asset retirement obligation 353,690 ( 353,690) - --------- ---------- ---------- Total long-term liabilities $ 474,895 ($ 474,895) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 148,835) $ 2,423,662 $ 2,274,827 Limited Partners, issued and outstanding 314,878 units 3,143,522 19,566,119 22,709,641 --------- ---------- ---------- Total partners' capital $2,994,687 $21,989,781 $24,984,468 --------- ---------- ---------- $3,796,296 $21,188,172 $24,984,468 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $ 883,202 ($ 883,202) $ - Accounts receivable: Oil and gas sales 349,933 ( 349,933) - Assets held for sale 261,831 ( 261,831) - --------- ---------- ---------- Total current assets $1,494,966 ($ 1,494,966) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 877,543 ($ 877,543) $ - DEFERRED CHARGE 203,568 ( 203,568) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 13,203,526 13,203,526 --------- ---------- ---------- $2,576,077 $10,627,449 $13,203,526 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable 138,447 ( 138,447) $ - Accounts payable - related party 647 ( 647) - Gas imbalance payable 43,424 ( 43,424) - Asset retirement obligation - current 26,503 ( 26,503) - Asset retirement obligation - held for sale 31,833 ( 31,833) - Liabilities - held for sale 43,055 ( 43,055) - --------- ----------- ---------- Total current liabilities $ 283,909 ($ 283,909) $ -
LONG-TERM LIABILITIES: Accrued liability $ 69,257 ($ 69,257) $ - Asset retirement obligation 112,948 ( 112,948) - --------- ---------- ---------- Total long-term liabilities $ 182,205 ($ 182,205) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 95,977) $ 1,249,031 $ 1,153,054 Limited Partners, issued and outstanding 228,821 units 2,205,940 9,844,532 12,050,472 --------- ---------- ---------- Total partners' capital $2,109,963 $11,093,563 $13,203,526 --------- ---------- ---------- $2,576,077 $10,627,449 $13,203,526 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $ 824,445 ($ 824,445) $ - Accounts receivable: Oil and gas sales 252,355 ( 252,355) - Assets held for sale 613,824 ( 613,824) - --------- ---------- ---------- Total current assets $1,690,624 ($ 1,690,624) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 631,804 ($ 631,804) $ - DEFERRED CHARGE 21,383 ( 21,383) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 12,062,139 12,062,139 --------- ---------- ---------- $2,343,811 $ 9,718,328 $12,062,139 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 39,146 ($ 39,146) $ - Accounts payable - related party 1,567 ( 1,567) - Gas imbalance payable 4,632 ( 4,632) - Asset retirement obligation - current 5,398 ( 5,398) - Asset retirement obligation - held for sale 75,038 ( 75,038) - Liabilities - held for sale 101,014 ( 101,014) - --------- ----------- ---------- Total current liabilities $ 226,795 ($ 226,795) $ -
LONG-TERM LIABILITIES: Accrued liability $ 23,586 ($ 23,586) $ - Asset retirement obligation 118,752 ( 118,752) - --------- ---------- ---------- Total long-term liabilities $ 142,338 ($ 142,338) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 31,426) $ 1,098,333 $ 1,066,907 Limited Partners, issued and outstanding 171,400 units 2,006,104 8,989,128 10,995,232 --------- ---------- ---------- Total partners' capital $1,974,678 $10,087,461 $12,062,139 --------- ---------- ---------- $2,343,811 $ 9,718,328 $12,062,139 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $1,846,124 ($ 1,846,124) $ - Accounts receivable: Oil and gas sales 546,685 ( 546,685) - Assets held for sale 1,286,746 ( 1,286,746) - --------- ---------- ---------- Total current assets $3,679,555 ($ 3,679,555) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,360,872 ($ 1,360,872) $ - DEFERRED CHARGE 53,796 ( 53,796) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 25,749,980 25,749,980 --------- ---------- ---------- $5,094,223 $20,655,757 $25,749,980 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 79,030 ($ 79,030) $ - Accounts payable - related party 3,288 ( 3,288) - Gas imbalance payable 16,422 ( 16,422) - Asset retirement obligation - current 11,451 ( 11,451) - Asset retirement obligation - held for sale 157,170 ( 157,170) - Liabilities - held for sale 211,077 ( 211,077) - --------- ----------- ---------- Total current liabilities $ 478,438 ($ 478,438) $ -
LONG-TERM LIABILITIES: Accrued liability $ 43,043 ($ 43,043) $ - Asset retirement obligation 256,307 ( 256,307) - --------- ---------- ---------- Total long-term liabilities $ 299,350 ($ 299,350) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner $ 47,955 $ 2,219,953 $ 2,267,908 Limited Partners, issued and outstanding 372,189 units 4,268,480 19,213,592 23,482,072 --------- ---------- ---------- Total partners' capital $4,316,435 $21,433,545 $25,749,980 ---------- ---------- ---------- $5,094,223 $20,655,757 $25,749,980 ========= ========== ==========
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H Unaudited Pro Forma Combined Balance Sheet December 31, 2006
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT ASSETS: Cash and cash equivalents $ 474,706 ($ 474,706) $ - Accounts receivable: Oil and gas sales 129,051 ( 129,051) - Assets held for sale 297,517 ( 297,517) - --------- ---------- ---------- Total current assets $ 901,274 ($ 901,274) $ -
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 331,348 ($ 331,348) $ - DEFERRED CHARGE 12,322 ( 12,322) - NET ASSETS OF PARTNERSHIP IN LIQUIDATION, at fair value - 6,165,728 6,165,728 --------- ---------- ---------- $1,244,944 $ 4,920,784 $ 6,165,728 ========= ========== ==========
Pro Forma Adjustments To Liquidation Liquidation Basis Accounting Basis Historical (Note B) Pro Forma ----------- ---------------- -----------
CURRENT LIABILITIES: Accounts payable $ 22,499 ($ 22,499) $ - Accounts payable - related party 761 ( 761) - Asset retirement obligation - current 2,726 ( 2,726) - Asset retirement obligation - held for sale 36,318 ( 36,318) - Liabilities - held for sale 49,233 ( 49,233) - --------- ----------- ---------- Total current liabilities $ 111,537 ($ 111,537) $ -
LONG-TERM LIABILITIES: Accrued liability $ 14,864 ($ 14,864) $ - Asset retirement obligation 63,227 ( 63,227) - --------- ---------- ---------- Total long-term liabilities $ 78,091 ($ 78,091) $ -
PARTNER'S CAPITAL (DEFICIT): General Partner ($ 16,786) $ 556,066 $ 539,280 Limited Partners, issued and outstanding 91,711 units 1,072,102 4,554,346 5,626,448 --------- ---------- --------- Total partners' capital $1,055,316 $ 5,110,412 $6,165,728 --------- ---------- --------- $1,244,944 $ 4,920,784 $6,165,728 ========= ========== =========
NOTE A - Basis of presentation
The unaudited pro forma combined balance sheet as of December 31, 2006 is presented as if the change in the basis of accounting from the going concern basis to the liquidation basis occurred on December 31, 2006. The liquidation basis of accounting reports the net assets of the partnerships at their net realizable value.
NOTE B - Pro forma adjustments
Adjustments have been made to reduce all balance sheet categories into one line, net assets of partnership in liquidation, which is an estimate of the net fair value of all partnership assets and liabilities. Cash, accounts receivable, and accounts payable have all been valued at their historical cost, which approximates fair value. Oil and gas properties have been valued at their estimated net sales price, which have been estimated utilizing discounted cash flows based on strip pricing as of February 5, 2007 at a discount rate of 10% for proved developed producing reserves, 18% for proved developed non-producing reserves and 20% for proved undeveloped reserves. An adjustment has been made to the discounted cash flows for the effects of gas balancing and asset retirement obligations. A provision has also been made to account for expenses that will be incurred directly related to the sale of the oil and gas properties. The allocation of the net assets of partnership in liquidation to the General Partner and limited partners was calculated using the current allocation of income and expense, which may change.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.7 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-A filed as Exhibit 4.12 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-B filed as Exhibit 4.19 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.24 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-C filed as Exhibit 4.31 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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, filed as Exhibit 4.36 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-D filed as Exhibit 4.43 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.48 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 filed as Exhibit 4.56 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 Agreement and Certificate of Limited Partnership dated October 27, 2005 for Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.61 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.70 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1, 1996, for the Geodyne Energy Income Limited Partnership II-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 dated October 27, 2005 for the Geodyne Energy Income Limited Partnership II-F filed as Exhibit 4.74 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005 for the Geodyne Energy
Income Limited Partnership II-G filed as Exhibit 4.83 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-G filed as Exhibit 4.87 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-H filed as Exhibit 4.96 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.100 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual Report on Form 10-K405 for period ended December 31, 2001, filed with the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual Report on Form 10-K for period ended December 31, 2003, filed with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated October 27, 2005, for the Geodyne Production Partnership II-A, filed as Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-B, filed as Exhibit 10.12 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference..
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 dated October 27, 2005, for the Geodyne Production Partnership II-C, filed as Exhibit 10.18 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-D, filed as Exhibit 10.24 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-E, filed as Exhibit 10.30 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-F, filed as Exhibit 10.36 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-G, filed as Exhibit 10.42 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
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 dated October 27, 2005, for the Geodyne Production Partnership II-H, filed as Exhibit 10.48 to Annual Report on Form 10-K for period ended December 31, 2005, filed with the SEC on March 29, 2006 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
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*Filed herewith.