FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2003
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
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
----------------------------------------------
(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
----- -----
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X Disclosure is not contained herein
-----
Disclosure is contained herein
-----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
-2-
FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES.................................................9
ITEM 3. LEGAL PROCEEDINGS.........................................27
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
LIMITED PARTNERS..........................................28
PART II.....................................................................28
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......28
ITEM 6. SELECTED FINANCIAL DATA...................................30
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................39
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................65
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................65
ITEM 9A. CONTROLS AND PROCEDURES...................................65
PART III....................................................................66
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...66
ITEM 11. EXECUTIVE COMPENSATION....................................67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.....................................77
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............79
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................80
PART IV.....................................................................81
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.......................................81
SIGNATURES............................................................99
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A
Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B
Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C
Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D
Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E
Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F
Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G
Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the
general partner, Geodyne Depositary Company, a Delaware corporation, as the sole
initial limited partner, and public investors as substitute limited partners
(the "Limited Partners"). The Partnerships commenced operations on the dates set
forth below.
Date of
Partnership Activation
----------- -----------------
II-A July 22, 1987
II-B October 14, 1987
II-C January 14, 1988
II-D May 10, 1988
II-E September 27, 1988
II-F January 5, 1989
II-G April 10, 1989
II-H May 17, 1989
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' operations. Geodyne serves as managing partner of such general
partnerships. Unless the context indicates otherwise, all references to any
single Partnership or all of the Partnerships in this Annual Report on Form 10-K
(the "Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the limited partnerships and as the managing
partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships including the Partnerships. The General Partner
-4-
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, 2003, Samson owned interests in
approximately 14,000 oil and gas wells located in 20 states of the United States
and the countries of Canada, Venezuela, Russia, and Australia. At December 31,
2003, Samson operated approximately 4,000 oil and gas wells located in 14 states
of the United States, as well as Canada, Venezuela, Russia, and Australia.
The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2004, Samson employed approximately 1,000 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791, or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships would have terminated on
December 31, 2001. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of the Partnerships for
their second two-year extension thereby extending their termination date to
December 31, 2005. As of the date of this Annual Report, the General Partner has
not determined whether to further extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, the Partnerships' operations and expenses are currently funded out
of each Partnership's revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
-5-
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, recent substantial increases
in the price of steel may increase the costs of any future workover,
recompletion or drilling activities conducted by the Partnerships.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from the
Partnerships' oil and gas properties. The level of net revenues is highly
dependent upon the total volumes of oil and natural gas sold. Oil and gas
reserves are depleting assets and will experience production declines over time,
thereby likely resulting in reduced net revenues. The level of net revenues is
also highly dependent upon the prices received for oil and gas sales, which
prices have historically been very volatile and may continue to be so.
Additionally, lower oil and natural gas prices may reduce the amount of oil and
gas that is economic to produce and reduce the Partnerships' revenues and cash
flow. Various factors beyond the Partnerships' control will affect prices for
oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon and maintain oil prices and
production quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
* Domestic and foreign government regulations and taxes.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time or may
experience only a gradual decline, thus adversely affecting net revenues as
either production or oil and natural gas prices decline. In any particular
period, net revenues may also be affected by either the receipt of proceeds from
property sales or the incursion of additional costs as a result of well
workovers, recompletions, new well drilling, and other events.
-6-
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2003:
Partnership Purchaser Percentage
- ----------- -------------------------------------- ----------
II-A Cinergy Marketing Company ("Cinergy") 16.5%
Duke Energy Field Services Inc. ("Duke") 15.0%
BP America Production Company 14.6%
II-B Cinergy 26.0%
Duke 14.0%
Citation Oil & Gas Corp. ("Citation") 12.5%
II-C Cinergy 23.5%
Duke 12.8%
Citation 10.8%
II-D Cinergy 15.2%
Vintage Petroleum, Inc. 11.3%
II-E Cinergy 23.6%
Duke 10.6%
II-F Cinergy 13.6%
II-G Cinergy 13.4%
II-H Cinergy 13.2%
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.
-7-
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. In particular, many types of pollution
and contamination can exist, undiscovered, for long periods of time and can
result in substantial environmental liabilities which are not
-8-
insured. The occurrence of an event which is not fully covered by insurance
could have a material adverse effect on the Partnerships' financial condition
and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 2003.
Well Statistics(1)
As of December 31, 2003
Number of Gross Wells(2) Number of Net Wells(3)
------------------------ ---------------------------
P/ship Total Oil Gas Total Oil Gas
------ ----- --- --- ----- ----- -----
II-A 1,003 756 247 41.50 28.30 13.20
II-B 196 107 89 23.02 14.60 8.42
II-C 263 103 160 7.88 2.68 5.20
II-D 192 74 118 19.57 2.50 17.07
II-E 859 685 174 10.72 4.13 6.59
II-F 863 700 163 11.26 5.80 5.46
II-G 863 700 163 24.28 12.41 11.87
II-H 863 700 163 5.93 2.99 2.94
- ---------------
(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.
-9-
Drilling Activities
During the year ended December 31, 2003, 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
- ----------------- --------- --- -------- -------- ---- ---------
Inlow #2-11 Caddo OK 0.0000 0.0039 Gas Producing
Turley #2-1 Grady OK 0.0000 0.0020 Gas Producing
David #4-13 Washita OK 0.0000 0.0024 Gas Producing
David #5-13 Washita OK 0.0000 0.0024 Gas Producing
Lewis #4-8 Pittsburg OK 0.0000 0.0089 Gas Producing
Jo-Mill Unit Borden TX 0.0025 0.0022 Oil Producing
(24 new wells)
Somers #1-3 Garvin OK 0.0000 0.0005 Gas Producing
(Sycamore)
Somers #1-3 Garvin OK 0.0000 0.0004 Gas Producing
(Hunton)
Katie #3-11 Washita OK 0.0000 0.0064 Gas Shut-in
Brown Foundation Washita OK 0.0000 0.0009 n/a Well in
#4-14 Progress
Hamburger #1-13 Washita OK 0.0000 0.0026 n/a Well in
Progress
Pooler #1-22 Grady OK 0.0000 0.0026 n/a Well in
Progress
Lott, Andrew #1 Hancock MS 0.0052 0.0046 n/a Dryhole
II-B Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
David #4-13 Washita OK 0.0000 0.0027 Gas Producing
David #5-13 Washita OK 0.0000 0.0027 Gas Producing
Katie #3-11 Washita OK 0.0000 0.0050 Gas Shut-in
Brown Foundation Washita OK 0.0000 0.0015 n/a Well in
#4-14 Progress
Hamburger #1-13 Washita OK 0.0000 0.0025 n/a Well in
Progress
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II-C Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
David #4-13 Washita OK 0.0000 0.0012 Gas Producing
Farni #5-21 Roger OK 0.0000 0.0031 Gas Producing
Mills
David #5-13 Washita OK 0.0000 0.0012 Gas Producing
Janet Federal Sweet- WY 0.0000 0.0007 Gas Producing
#5-34 water
Janet Federal Sweet- WY 0.0000 0.0086 Gas Producing
#6-34 water
Big Stick Madison Billings ND 0.0007 0.0006 Oil Producing
Unit
(8 new wells)
Katie #3-11 Washita OK 0.0000 0.0021 Gas Shut-in
Brown Foundation Washita OK 0.0000 0.0006 n/a Well in
#4-14 Progress
Hamburger #1-13 Washita OK 0.0000 0.0015 n/a Well in
Progress
Pankratz #3-35 Dewey OK 0.0000 0.0044 Gas Producing
II-D Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
Farni #5-21 Roger OK 0.0000 0.0036 Gas Producing
Mills
Janet Federal Sweet- WY 0.0000 0.0077 Gas Producing
#5-34 water
Janet Federal Sweet- WY 0.0000 0.0090 Gas Producing
#6-34 water
Big Stick Madison Billings ND 0.0074 0.0060 Oil Producing
Unit
(8 new wells)
Pankratz #3-35 Dewey OK 0.0000 0.0050 Gas Producing
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II-E Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
Wilson A #1 Roger OK 0.0001 0.0001 Gas Producing
Mills
Davis, N B #15 Sutton TX 0.0000 0.0003 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0000 0.0024 Gas Producing
Shafter Lake San Andrews TX 0.0009 0.0009 Oil Producing
Andres Unit
(8 new wells)
Andrews Andrews TX 0.0011 0.0011 Oil Producing
Waterflood Unit
(13 new wells)
Aldwell #204 (RY) Reagan TX 0.0000 0.0010 Oil Producing
Estes, Kay #8 Sutton TX 0.0000 0.0025 Gas Shut-in
Duke #1-C San Juan NM 0.0000 0.0001 Gas Producing
Senter #1-B San Juan NM 0.0183 0.0140 Gas Producing
Ingham 23 1/2 #1 Terrell TX 0.0000 0.0017 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0000 0.0017 n/a Dryhole
II-F Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
Wilson A #1 Roger OK 0.0002 0.0002 Gas Producing
Mills
Davis N B #15 Sutton TX 0.0000 0.0003 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0000 0.0059 Gas Producing
Shafter Lake San Andrews TX 0.0021 0.0023 Oil Producing
Andres Unit
(8 new wells)
Andrews Andrews TX 0.0028 0.0028 Oil Producing
Waterflood Unit
(13 new Wells)
Aldwell #204 (RY) Reagan TX 0.0000 0.0025 Oil Producing
Estes, Kay #8 Sutton TX 0.0000 0.0062 Gas Shut-in
Duke #1-C San Juan NM 0.0000 0.0000 Gas Producing
Senter #1-B San Juan NM 0.0071 0.0055 Gas Producing
Ingham 23 1/2 #1 Terrell TX 0.0000 0.0041 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0000 0.0041 n/a Dryhole
Ira #1-29 Woods OK 0.0000 0.0058 n/a Dryhole
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II-G Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
Wilson A #1 Roger OK 0.0004 0.0004 Gas Producing
Mills
Davis, N B #15 Sutton TX 0.0000 0.0006 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0000 0.0123 Gas Producing
Shafter Lake San Andrews TX 0.0044 0.0047 Oil Producing
Andres Unit
(8 new wells)
Andrews Andrews TX 0.0058 0.0058 Oil Producing
Waterflood Unit
(13 new wells)
Aldwell #204 (RY) Reagan TX 0.0000 0.0053 Oil Producing
Estes, Kay #8 Sutton TX 0.0000 0.0129 Gas Shut-in
Duke #1-C San Juan NM 0.0000 0.0002 Gas Producing
Senter #1-B San Juan NM 0.0238 0.0182 Gas Producing
Ingham 23 1/2 #1 Terrell TX 0.0000 0.0085 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0000 0.0085 n/a Dryhole
Ira #1-29 Woods OK 0.0000 0.0125 n/a Dryhole
II-H Partnership
Working Revenue
Well Name County St. Interest Interest Type Status
- ----------------- --------- --- -------- -------- ---- ---------
Wilson A #1 Roger OK 0.0001 0.0001 Gas Producing
Mills
Davis, N B #15 Sutton TX 0.0000 0.0014 Gas Producing
Cascabel #1 (RY) Pecos TX 0.0000 0.0029 Gas Producing
Shafter Lake San Andrews TX 0.0010 0.0011 Oil Producing
Andres Unit
(8 new wells)
Andrews Andrews TX 0.0013 0.0014 Oil Producing
Waterflood Unit
(13 new wells)
Aldwell #204 (RY) Reagan TX 0.0000 0.0012 Oil Producing
Estes, Kay #8 Sutton TX 0.0000 0.0030 Gas Shut-in
Duke #1-C San Juan NM 0.0000 0.0001 Gas Producing
Senter #1-B San Juan NM 0.0093 0.0071 Gas Producing
Ingham 23 1/2 #1 Terrell TX 0.0000 0.0020 n/a Dryhole
Nancy 8 Fed Com #1 Lea NM 0.0000 0.0020 n/a Dryhole
Ira #1-29 Woods OK 0.0000 0.0031 n/a Dryhole
- -----------------------------
-13-
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,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 74,313 64,016 67,519
Gas (Mcf) 717,179 821,485 774,153
Oil and gas sales:
Oil $2,078,263 $1,499,533 $1,619,453
Gas 3,502,160 2,282,330 3,192,939
--------- --------- ---------
Total $5,580,423 $3,781,863 $4,812,392
========= ========= =========
Total direct operating
expenses $1,407,759 $1,516,608 $1,826,037
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.2% 40.1% 37.9%
Average sales price:
Per barrel of oil $27.97 $23.42 $23.99
Per Mcf of gas 4.88 2.78 4.12
Direct operating expenses per
equivalent Bbl of oil $ 7.26 $ 7.55 $ 9.29
-14-
Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 43,725 40,616 49,375
Gas (Mcf) 548,582 598,159 570,423
Oil and gas sales:
Oil $1,282,628 $ 983,366 $1,202,962
Gas 2,574,612 1,629,566 2,474,769
--------- --------- ---------
Total $3,857,240 $2,612,932 $3,677,731
========= ========= =========
Total direct operating
expenses $ 998,312 $1,021,964 $1,053,461
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.9% 39.1% 28.6%
Average sales price:
Per barrel of oil $29.33 $24.21 $24.36
Per Mcf of gas 4.69 2.72 4.34
Direct operating expenses per
equivalent Bbl of oil $ 7.39 $ 7.28 $ 7.29
-15-
Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 15,806 14,351 14,034
Gas (Mcf) 315,371 343,662 302,093
Oil and gas sales:
Oil $ 465,997 $ 352,930 $ 340,796
Gas 1,432,288 931,491 1,299,602
--------- --------- ---------
Total $1,898,285 $1,284,421 $1,640,398
========= ========= =========
Total direct operating
expenses $ 484,633 $ 432,068 $ 435,859
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.5% 33.6% 26.6%
Average sales price:
Per barrel of oil $29.48 $24.59 $24.28
Per Mcf of gas 4.54 2.71 4.30
Direct operating expenses per
equivalent Bbl of oil $ 7.09 $ 6.03 $ 6.77
-16-
Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 23,482 31,350 18,970
Gas (Mcf) 724,786 795,913 712,930
Oil and gas sales:
Oil $ 672,785 $ 728,533 $ 432,140
Gas 3,226,165 2,128,408 3,149,329
--------- --------- ---------
Total $3,898,950 $2,856,941 $3,581,469
========= ========= =========
Total direct operating
expenses $1,075,751 $ 886,247 $1,197,090
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.6% 31.0% 33.4%
Average sales price:
Per barrel of oil $28.65 $23.24 $22.78
Per Mcf of gas 4.45 2.67 4.42
Direct operating expenses per
equivalent Bbl of oil $ 7.46 $ 5.40 $ 8.69
-17-
Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 19,131 23,426 24,064
Gas (Mcf) 467,472 488,328 490,127
Oil and gas sales:
Oil $ 561,004 $ 566,653 $ 585,290
Gas 2,186,172 1,387,404 1,975,920
--------- --------- ---------
Total $2,747,176 $1,954,057 $2,561,210
========= ========= =========
Total direct operating
expenses $ 664,928 $ 528,268 $ 818,691
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.2% 27.0% 32.0%
Average sales price:
Per barrel of oil $29.32 $24.19 $24.32
Per Mcf of gas 4.68 2.84 4.03
Direct operating expenses per
equivalent Bbl of oil $ 6.85 $ 5.04 $ 7.74
-18-
Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 24,828 27,894 30,965
Gas (Mcf) 442,255 451,358 465,214
Oil and gas sales:
Oil $ 705,160 $ 663,274 $ 743,066
Gas 1,934,121 1,236,733 1,744,820
--------- --------- ---------
Total $2,639,281 $1,900,007 $2,487,886
========= ========= =========
Total direct operating
expenses $ 573,207 $ 421,986 $ 503,882
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 21.7% 22.2% 20.3%
Average sales price:
Per barrel of oil $28.40 $23.78 $24.00
Per Mcf of gas 4.37 2.74 3.75
Direct operating expenses per
equivalent Bbl of oil $ 5.82 $ 4.09 $ 4.64
-19-
Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 52,045 58,467 64,898
Gas (Mcf) 941,870 959,663 992,099
Oil and gas sales:
Oil $1,478,077 $1,389,987 $1,557,522
Gas 4,127,614 2,633,819 3,727,487
--------- --------- ---------
Total $5,605,691 $4,023,806 $5,285,009
========= ========= =========
Total direct operating
expenses $1,221,171 $ 900,203 $1,075,602
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 21.8% 22.4% 20.4%
Average sales price:
Per barrel of oil $28.40 $23.77 $24.00
Per Mcf of gas 4.38 2.74 3.76
Direct operating expenses per
equivalent Bbl of oil $ 5.84 $ 4.12 $ 4.67
-20-
Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 12,082 13,577 15,054
Gas (Mcf) 226,604 229,923 237,600
Oil and gas sales:
Oil $ 343,099 $322,666 $ 361,412
Gas 992,693 631,670 896,015
--------- ------- ---------
Total $1,335,792 $954,336 $1,257,427
========= ======= =========
Total direct operating
expenses $ 295,355 $217,304 $ 260,618
========= ======= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.1% 22.8% 20.7%
Average sales price:
Per barrel of oil $28.40 $23.77 $24.01
Per Mcf of gas 4.38 2.75 3.77
Direct operating expenses per
equivalent Bbl of oil $ 5.92 $ 4.19 $ 4.77
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, 2003. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs,
-21-
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, 2003. Such prices were not escalated except in certain
circumstances where escalations were fixed and readily determinable in
accordance with applicable contract provisions. Oil and gas prices at December
31, 2003 ($29.25 per barrel and $5.77 per Mcf, respectively) were higher than
the prices in effect on December 31, 2002 ($28.00 per barrel and $4.74 per Mcf,
respectively). This increase in oil and gas prices has caused the estimates of
remaining economically recoverable reserves, as well as the values placed on
said reserves, at December 31, 2003 to be higher than such estimates and values
at December 31, 2002. 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, 2003. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2003 will actually be realized
for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
Proved Reserves and Net Present Values
From Proved Reserves
As of December 31, 2003 (1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 6,602,791
Oil and liquids (Bbls) 578,339
Net Present Value (discounted at 10% per annum) $20,047,342
II-B Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,031,097
Oil and liquids (Bbls) 450,386
Net Present Value (discounted at 10% per annum) $15,115,632
-22-
II-C Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,471,332
Oil and liquids (Bbls) 166,878
Net Present Value (discounted at 10% per annum) $ 9,758,125
II-D Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 8,820,151
Oil and liquids (Bbls) 205,493
Net Present Value (discounted at 10% per annum) $21,844,999
II-E Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 4,993,342
Oil and liquids (Bbls) 185,726
Net Present Value (discounted at 10% per annum) $12,587,969
II-F Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,805,394
Oil and liquids (Bbls) 294,371
Net Present Value (discounted at 10% per annum) $11,765,661
II-G Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 8,180,541
Oil and liquids (Bbls) 618,052
Net Present Value (discounted at 10% per annum) $25,544,825
II-H Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 1,990,234
Oil and liquids (Bbls) 144,069
Net Present Value (discounted at 10% per annum) $ 6,022,844
- ----------
(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.
-23-
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, 2003:
Operated Wells
-------------------------------------
Partnership Number Percent
----------- ------ -------
II-A 65 6%
II-B 38 18%
II-C 53 17%
II-D 34 15%
II-E 39 2%
II-F 52 2%
II-G 52 2%
II-H 52 2%
The following tables set forth certain well and reserve information as of
December 31, 2003 for the basins in which the Partnerships own a significant
amount of properties. The tables contain the following information for each
significant basin: (i) the number of gross wells and net wells, (ii) the number
of wells in which only a non-working interest is owned, (iii) the Partnership's
total number of wells, (iv) the number and percentage of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii) the present value (discounted at 10% per annum)
of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento
Basin is located in central California, and the Uinta Basin is located in
northeast Utah.
-24-
Significant Properties as of December 31, 2003
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ----------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- -------- --------- ----------
II-A Partnership:
Anadarko 114 7.52 60 174 35 20% 38,531 3,608,196 $8,984,470
Permian 441 2.50 4 445 13 3% 119,642 1,144,905 3,419,467
II-B Partnership:
Anadarko 37 4.22 8 45 12 27% 18,572 2,086,815 $4,951,445
Permian 15 1.79 - 15 13 87% 40,790 1,206,826 2,815,363
Uinta 15 1.53 3 18 - - 210,409 426,883 2,636,704
Southern Okla.
Folded Belt 12 3.26 2 14 12 86% 62,941 844,413 2,582,219
II-C Partnership:
Anadarko 78 3.51 24 102 18 18% 16,629 1,729,627 $4,609,169
Southern Okla.
Folded Belt 15 1.50 2 17 15 88% 27,503 565,191 1,556,071
Permian 17 .81 2 19 13 68% 18,188 587,376 1,310,881
Uinta 15 .66 3 18 - - 90,173 183,219 1,131,159
II-D Partnership:
Anadarko 48 6.44 17 65 8 12% 21,605 2,939,793 $7,888,278
Sacramento 35 5.81 - 35 - - - 1,697,964 4,483,071
Permian 6 1.27 3 9 4 44% 8,358 1,707,883 2,404,182
Gulf Coast 14 1.82 3 17 11 65% 62,521 754,883 2,374,638
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnerships.
-25-
Significant Properties as of December 31, 2003
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ----------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- -------- --------- ----------
II-E Partnership:
Permian 722 3.83 1,311 2,033 6 - 109,445 2,132,904 $ 4,817,307
Anadarko 46 1.93 20 66 20 30% 4,845 1,266,597 3,314,172
Southern Okla.
Folded Belt 1 .18 - 1 1 100% 6,304 896,317 2,191,113
Gulf Coast 45 2.87 7 52 11 21% 50,979 344,148 1,219,030
II-F Partnership:
Permian 718 6.48 1,311 2,029 2 - 266,406 1,826,468 $ 6,330,203
Anadarko 53 2.05 19 72 23 32% 4,304 1,412,653 3,920,689
II-G Partnership:
Permian 718 13.54 1,311 2,029 2 - 556,700 3,820,576 $13,446,416
Anadarko 53 4.35 19 72 23 32% 9,248 3,010,327 8,509,087
II-H Partnership:
Permian 718 3.13 1,311 2,029 2 - 128,786 884,790 $ 3,066,981
Anadarko 53 1.03 19 72 23 32% 2,200 719,990 1,992,897
Southern Okla.
Folded Belt 22 1.04 3 25 21 84% 6,829 249,136 624,182
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnerships.
-26-
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. LEGAL PROCEEDINGS
A lawsuit styled Xplor Energy Operating Co. v. The Newton Corp, et al.,
Case No. 99-04-01960-CV, 284th Judicial District Court of Montgomery County,
Texas was filed on May 12, 1999. The Newton Corp. ("Newton") acquired an
interest at auction in the State 87-S1 (the "Well") owned by the II-A
Partnership and two related partnerships (collectively the "Prior Owners").
Eight months after Newton's acquisition of the Prior Owners' interest, the
operator of the Well, Xplor Energy Operating Co. ("Xplor"), plugged and
abandoned the Well. Xplor filed this lawsuit on May 12, 1999 alleging that the
Prior Owners were the record owners of the lease when it expired and that the
Prior Owners were responsible for the costs of plugging and abandoning the Well.
Xplor sought to recover the Prior Owners' proportionate share of the costs to
plug and abandon the well along with attorneys' fees and interest. The Prior
Owners denied liability and cross-claimed against Newton for indemnity for any
amounts that may be awarded to Xplor. Newton in turn alleged that the Prior
Owners were liable for the plugging costs. Trial was held on August 6, 2001. At
the conclusion of the trial the Court awarded Xplor $86,000 plus $200,000 in
attorney fees and awarded Newton $300 plus $161,000 in attorney fees to be
divided among the Prior Owners. On January 15, 2002 the Prior Owners filed an
appeal of the matter with the Court of Appeals, Fifth District of Texas, Dallas,
Texas, Case No. 05-02-00070-CV. The II-A Partnership has approximately 15
percent of the liability with respect to the trial court judgment rendered in
the matter.
On April 23, 2002 the Prior Owners entered into a settlement agreement
with Xplor thereby settling for $165,000 the judgment in favor of Xplor. On
January 23, 2003 the Court of Appeals ruled against Newton on all issues except
the one claim resulting in the $300 liability to the Prior Owners, and remanded
the case to the trial court to determine and award to Newton any portion of the
alleged attorneys' fees awarded to them that is attributable solely to the $300
award against the Prior Owners. The Prior Owners requested the Texas Supreme
Court to reverse this decision as to the $300 claim and its related attorneys'
fees. The Texas Supreme Court
-27-
initially declined to consider this request, but the Prior Owners have asked the
court to reconsider this decision.
A lawsuit styled Robert W. Scott, Individually and as Managing Member of
R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The
lawsuit seeks class action certification and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment statutes. A number of these royalty
and overriding royalty payments burdened the interests of the II-C and II-D
Partnerships. In February 2003, in an effort to minimize potential exposure
created by the Wyoming statutes and accompanying legal fees, Samson refunded to
the royalty and overriding royalty interest owners who were potential class
members all of the amounts which were claimed to be improperly deducted plus
statutory interest thereon. The applicable portions of these refunds, $2,548.31
and $26,768.96, respectively, were recouped from the II-C and II-D Partnerships
in the first quarter of 2003. The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming Royalty Payment Act. Samson intends to
vigorously defend this claim.
Except as described above, to the knowledge of the General Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or operations.
ITEM 4. 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 2003.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 3, 2004, 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 3,304
II-B 361,719 2,084
II-C 154,621 1,094
II-D 314,878 2,254
II-E 228,821 1,720
II-F 171,400 1,369
II-G 372,189 2,082
II-H 91,711 978
-28-
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
-----------------------
2002 2003 2004
------------------------ ------------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $16 $15 $14 $13 $12 $11 $18 $16 $15
II-B 15 15 14 13 12 11 17 16 14
II-C 21 21 21 19 18 17 27 25 23
II-D 23 23 30 25 25 23 32 30 29
II-E 15 15 18 16 15 14 24 22 21
II-F 20 19 22 21 19 17 28 26 23
II-G 19 19 22 20 19 17 28 25 23
II-H 19 19 21 20 18 17 27 25 22
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash
-29-
requirements of the Partnership. Distributable cash is determined by the General
Partner at the end of each calendar quarter and distributed to the Limited
Partners within 45 days after the end of the quarter. Distributions are
restricted to cash on hand less amounts required to be retained out of such cash
as determined in the sole judgment of the General Partner to pay costs,
expenses, or other Partnership obligations whether accrued or anticipated to
accrue. In certain instances, the General Partner may not distribute the full
amount of cash receipts which might otherwise be available for distribution in
an effort to equalize or stabilize the amounts of quarterly distributions. Any
available amounts not distributed are invested and the interest or income
thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2002 and 2003 and the first quarter of 2004.
Cash Distributions
------------------
2002
------------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ ------
II-A $ .66 $ .24 $ .93 $ .66
II-B .60 .14 .52 .75
II-C .57 .21 .74 1.74
II-D .25 .24 .93 5.04
II-E .67 - .44 1.22
II-F 1.57 .68 1.27 1.44
II-G 1.63 .68 1.24 1.40
II-H 1.44 .53 1.00 1.44
2003 2004
------------------------------------------------ ------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ ------ ------
II-A $ .71 $1.10 $1.87 $1.35 $1.54
II-B .59 1.21 1.58 1.24 1.38
II-C .70 1.44 1.81 1.47 1.77
II-D .66 1.20 1.87 1.27 1.74
II-E 1.02 1.17 2.12 1.70 1.61
II-F 1.86 1.57 2.92 2.59 2.45
II-G 1.81 1.55 2.86 2.51 2.39
II-H 1.71 1.45 2.60 2.37 2.28
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."
-30-
Selected Financial Data
II-A Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $5,580,423 $3,781,863 $4,812,392 $5,718,890 $3,762,931
Net Income:
Limited Partners 3,062,786 1,457,582 1,583,821 2,697,991 1,421,826
General Partner 360,046 187,523 249,356 373,521 99,132
Total 3,422,832 1,645,105 1,833,177 3,071,512 1,520,958
Limited Partners' Net
Income per Unit 6.32 3.01 3.27 5.57 2.94
Limited Partners' Cash
Distributions per
Unit 5.03 2.49 7.41 5.70 2.62
Total Assets 5,073,056 4,165,182 3,841,529 5,753,841 5,700,712
Partners' Capital
(Deficit):
Limited Partners 4,436,895 3,811,109 3,559,527 5,561,706 5,622,715
General Partner ( 232,071) ( 241,784) ( 285,152) ( 333,839) ( 380,195)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
-31-
Selected Financial Data
II-B Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,857,240 $2,612,932 $3,677,731 $3,937,680 $2,693,717
Net Income:
Limited Partners 2,049,029 857,193 1,807,584 1,839,198 937,258
General Partner 242,175 116,853 218,951 163,872 63,070
Total 2,291,204 974,046 2,026,535 2,003,070 1,000,328
Limited Partners' Net
Income per Unit 5.66 2.37 5.00 5.08 2.59
Limited Partners' Cash
Distributions per
Unit 4.62 2.01 6.41 5.76 2.18
Total Assets 3,401,746 2,810,167 2,621,540 3,176,745 3,374,612
Partners' Capital
(Deficit):
Limited Partners 3,203,658 2,826,629 2,701,436 3,212,852 3,456,654
General Partner ( 254,807) ( 264,786) ( 302,054) ( 269,807) ( 290,773)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
-32-
Selected Financial Data
II-C Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,898,285 $1,284,421 $1,640,398 $1,856,040 $1,296,468
Net Income:
Limited Partners 1,017,928 615,932 842,315 886,994 435,619
General Partner 121,224 77,229 102,759 132,143 65,752
Total 1,139,152 693,161 945,074 1,019,137 501,371
Limited Partners' Net
Income per Unit 6.58 3.98 5.45 5.74 2.82
Limited Partners' Cash
Distributions per
Unit 5.42 3.26 8.86 5.90 2.53
Total Assets 1,645,411 1,391,833 1,238,646 1,771,934 1,804,785
Partners' Capital
(Deficit):
Limited Partners 1,549,381 1,370,453 1,258,521 1,786,206 1,811,212
General Partner ( 106,418) ( 98,831) ( 130,178) ( 105,478) ( 119,145)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
-33-
Selected Financial Data
II-D Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,898,950 $2,856,941 $3,581,469 $3,757,651 $2,598,616
Net Income:
Limited Partners 1,936,342 2,391,740 1,608,081 2,287,970 640,655
General Partner 243,043 283,947 209,788 291,859 106,047
Total 2,179,385 2,675,687 1,817,869 2,579,829 746,702
Limited Partners' Net
Income per Unit 6.15 7.60 5.11 7.27 2.03
Limited Partners' Cash
Distributions per
Unit 5.00 6.46 10.91 5.59 2.60
Total Assets 3,360,141 2,915,283 2,418,532 4,271,202 3,740,589
Partners' Capital
(Deficit):
Limited Partners 3,055,082 2,695,740 2,339,000 4,167,919 3,639,949
General Partner ( 190,287) ( 76,044) ( 238,692) ( 180,437) ( 236,260)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
-34-
Selected Financial Data
II-E Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,747,176 $1,954,057 $2,561,210 $2,760,885 $1,810,725
Net Income:
Limited Partners 1,512,784 892,565 1,085,511 1,504,695 588,127
General Partner 181,131 115,203 149,947 200,766 76,030
Total 1,693,915 1,007,768 1,235,458 1,705,461 664,157
Limited Partners' Net
Income per Unit 6.61 3.90 4.74 6.58 2.57
Limited Partners' Cash
Distributions per
Unit 6.01 2.33 8.82 6.52 3.55
Total Assets 2,622,429 2,385,354 2,084,248 2,908,582 3,021,570
Partners' Capital
(Deficit):
Limited Partners 2,519,551 2,380,767 2,021,202 2,953,691 2,941,996
General Partner ( 129,173) ( 131,864) ( 162,380) ( 133,047) ( 162,586)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
-35-
Selected Financial Data
II-F Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,639,281 $1,900,007 $2,487,886 $2,313,259 $1,665,336
Net Income:
Limited Partners 1,593,959 987,108 1,345,727 1,405,133 615,301
General Partner 189,788 129,511 177,055 175,647 98,196
Total 1,783,747 1,116,619 1,522,782 1,580,780 713,497
Limited Partners' Net
Income per Unit 9.30 5.76 7.85 8.20 3.59
Limited Partners' Cash
Distributions per
Unit 8.94 4.96 11.09 7.49 4.25
Total Assets 2,310,868 2,153,885 1,970,061 2,513,797 2,393,651
Partners' Capital
(Deficit):
Limited Partners 2,217,486 2,155,527 2,017,419 2,573,692 2,451,559
General Partner ( 91,417) ( 95,526) ( 118,848) ( 101,577) ( 112,893)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
-36-
Selected Financial Data
II-G Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $5,605,691 $4,023,806 $5,285,009 $4,915,575 $3,527,599
Net Income:
Limited Partners 3,393,388 2,092,430 2,861,002 2,967,172 1,382,389
General Partner 404,263 274,972 376,956 371,389 99,665
Total 3,797,651 2,367,402 3,237,958 3,338,561 1,482,054
Limited Partners' Net
Income per Unit 9.12 5.62 7.69 7.97 3.71
Limited Partners' Cash
Distributions per
Unit 8.73 4.95 11.06 7.47 4.24
Total Assets 4,950,432 4,606,106 4,259,746 5,385,526 5,174,834
Partners' Capital
(Deficit):
Limited Partners 4,646,824 4,501,436 4,251,006 5,504,004 5,317,832
General Partner ( 87,509) ( 97,205) ( 146,206) ( 212,913) ( 266,026)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
-37-
Selected Financial Data
II-H Partnership
----------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,335,792 $ 954,336 $1,257,427 $1,162,286 $ 836,927
Net Income:
Limited Partners 786,078 474,052 660,235 722,427 319,698
General Partner 93,794 62,658 87,334 56,035 23,260
Total 879,872 536,710 747,569 778,462 342,958
Limited Partners' Net
Income per Unit 8.57 5.17 7.20 7.88 3.49
Limited Partners' Cash
Distributions per
Unit 8.13 4.41 10.35 7.25 4.06
Total Assets 1,176,280 1,086,200 992,829 1,278,287 1,215,782
Partners' Capital
(Deficit):
Limited Partners 1,131,879 1,090,801 1,021,749 1,311,514 1,254,087
General Partner ( 51,046) ( 53,547) ( 65,089) ( 54,632) ( 66,614)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
-38-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The primary source of
liquidity and Partnership cash distributions comes from the net revenues
generated from the sale of oil and gas produced from the Partnerships' oil and
gas properties. The level of net revenues is highly dependent upon the prices
received for oil and gas sales, which prices have historically been very
volatile and may continue to be so. Additionally, lower oil and natural gas
prices may reduce the amount of oil and gas that is economic to produce and
reduce the Partnerships' revenues and cash flow. Various factors beyond the
Partnerships' control will affect prices for oil and natural gas, such as:
-39-
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon and maintain oil prices and
production quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions;
* The availability of pipelines for transportation; and
* Domestic and foreign government regulations and taxes.
It is not possible to predict the future direction of oil or natural gas
prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time or may
experience only a gradual decline, thus adversely affecting net revenues as
either production or oil and natural gas prices decline. In any particular
period, net revenues may also be affected by either the receipt of proceeds from
property sales or the incursion of additional costs as a result of well
workovers, recompletions, new well drilling, and other events.
In addition to pricing, the level of net revenues is also highly dependent
upon the total volumes of oil and natural gas sold. Oil and gas reserves are
depleting assets and will experience production declines over time, thereby
likely resulting in reduced net revenues. Despite this general trend of
declining production, several factors can cause the volumes of oil and gas sold
to increase or decrease at an even greater rate over a given period. These
factors include, but are not limited to, (i) geophysical conditions which cause
an acceleration of the decline in production, (ii) the shutting in of wells (or
the opening of previously shut-in wells) due to low oil and gas prices,
mechanical difficulties, loss of a market or transportation, or performance of
workovers, recompletions, or other operations in the well, (iii) prior period
volume adjustments (either positive or negative) made by purchasers of the
production, (iv) ownership adjustments in accordance with agreements governing
the operation or ownership of the well (such as adjustments that occur at
payout), and (v) completion of enhanced recovery projects which increase
production for the well. Many of these factors are very significant as related
to a single well or as related to many wells over a short period of time.
However, due to the large number of wells owned by the Partnerships, these
factors are generally not material as compared to the normal decline in
production experienced on all remaining wells.
-40-
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, 2003 as compared to the year ended December 31, 2002 and for the
year ended December 31, 2002 as compared to the year ended December 31, 2001.
II-A Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $1,798,560 (47.6%) in 2003 as compared
to 2002. Of this increase, approximately (i) $338,000 and $1,510,000,
respectively, were related to increases in the average prices of oil and gas
sold and (ii) $241,000 was related to an increase in the volumes of oil sold.
These increases were partially offset by a decrease of approximately $290,000
related to a decrease in volumes of gas sold. Volumes of oil sold increased
10,297 barrels, while volumes of gas sold decreased 104,306 Mcf in 2003 as
compared to 2002. The increase in volumes of oil sold was primarily due to (i)
an increase in production on one significant well due to the successful
recompletion of that well during mid 2002, (ii) an increase in production on
another significant well due to the successful workover of that well during mid
2003, and (iii) a positive prior period volume adjustment made by the purchaser
on another significant well during 2003. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production and (ii) a negative prior
period volume adjustment made by the operator on one significant well during
2003. Average oil and gas prices increased to $27.97 per barrel and $4.88 per
Mcf, respectively, in 2003 from $23.42 per barrel and $2.78 per Mcf,
respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-A
Partnership sold certain oil and gas properties during 2003 and recognized a
$9,595 gain on such sales. Sales of oil and gas properties during 2002 resulted
in the II-A Partnership recognizing similar gains of $193,272.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $108,849 (7.2%) in 2003 as compared to 2002. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 2002, (ii) a
-41-
decrease in lease operating expenses associated with the decrease in volumes of
gas sold, and (iii) a negative prior period lease operating expense adjustment
made by the operator on one significant well during 2003. These decreases were
partially offset by (i) an increase in production taxes associated with the
increase in oil and gas sales, (ii) a partial reversal during 2002 of
approximately $22,000 (due to a partial post-judgment settlement) of a charge
previously accrued for a judgment, and (iii) workover expenses incurred on one
significant well during 2003. As a percentage of oil and gas sales, these
expenses decreased to 25.2% in 2003 from 40.1% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $50,295 (19.2%) in 2003 as compared to 2002. This decrease was
primarily due to (i) one significant well being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves and (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
2003. As a percentage of oil and gas sales, this expense decreased to 3.8% in
2003 from 6.9% in 2002. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to
10.1% in 2003 from 14.7% in 2002. This percentage decrease was primarily due to
the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $57,992,357 or 119.75% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $1,030,529 (21.4%) in 2002 as compared
to 2001. Of this decrease, approximately $1,106,000 was related to a decrease in
the average price of gas sold, which decrease was partially offset by an
increase of approximately $195,000 related to an increase in volumes of gas
sold. Volumes of oil sold decreased 3,503 barrels, while volumes of gas sold
increased 47,332 Mcf in 2002 as compared to 2001. The increase in volumes of gas
sold was primarily due to (i) a negative prior period gas balancing adjustment
on one significant well during 2001 and (ii) an increase in production on
another significant well due to the successful workover of that well during late
2001 and early 2002. These increases were partially offset by normal declines in
production. Average oil and gas prices decreased to
-42-
$23.42 per barrel and $2.78 per Mcf, respectively, in 2002 from $23.99 per
barrel and $4.12 per Mcf, respectively, in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-A
Partnership sold certain oil and gas properties during 2002 and recognized a
$193,272 gain on such sales. Sales of oil and gas properties during 2001
resulted in the II-A Partnership recognizing similar gains of $137,823.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $309,429 (16.9%) in 2002 as compared to 2001. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 2001, (ii) positive prior period lease operating expense adjustments made
by the operator on several wells during 2001, and (iii) a partial reversal
during 2002 of approximately $22,000 (due to a partial post-judgment settlement)
of a charge previously accrued for a judgment. These decreases were partially
offset by workover expenses incurred on several wells during 2002. As a
percentage of oil and gas sales, these expenses increased to 40.1% in 2002 from
37.9% in 2001.
Depreciation, depletion, and amortization of oil and gas properties
decreased $511,014 (66.2%) in 2002 as compared to 2001. This decrease was
primarily due to (i) two significant wells being fully depleted in 2001 due to
the lack of remaining economically recoverable reserves and (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
2002. As a percentage of oil and gas sales, this expense decreased to 6.9% in
2002 from 16.1% in 2001. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $6,689 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 2002 from 11.4% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-B Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $1,244,308 (47.6%) in 2003 as compared
to 2002. Of this increase, approximately $224,000 and $1,080,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by a decrease of approximately $135,000 related
to a decrease in volumes of gas sold. Volumes of oil sold
-43-
increased 3,109 barrels, while volumes of gas sold decreased 49,577 Mcf in 2003
as compared to 2002. Average oil and gas prices increased to $29.33 per barrel
and $4.69 per Mcf, respectively, in 2003 from $24.21 per barrel and $2.72 per
Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $23,652 (2.3%) in 2003 as compared to 2002. This
decrease was primarily due to workover expenses incurred on several wells during
2002, which decrease was partially offset by an increase in production taxes
associated with the increase in oil and gas sales. As a percentage of oil and
gas sales, these expenses decreased to 25.9% in 2003 from 39.1% in 2002. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $64,625 (29.5%) in 2003 as compared to 2002. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) one significant well being fully depleted
in 2002 due to the lack of remaining economically recoverable reserves. As a
percentage of oil and gas sales, this expense decreased to 4.0% in 2003 from
8.4% in 2002. This percentage decrease was primarily due to (i) the increases in
the average prices of oil and gas sold and (ii) the dollar decrease in
depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to
11.0% in 2003 from 16.1% in 2002. This percentage decrease was primarily due to
the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $41,728,916 or 115.36% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $1,064,799 (29.0%) in 2002 as compared
to 2001. Of this decrease, approximately (i) $966,000 was related to a decrease
in the average price of gas sold and (ii) $213,000 was related to a decrease in
volumes of oil sold. These decreases were partially offset by an increase of
approximately $120,000 related to an increase in volumes of gas sold. Volumes of
oil sold decreased 8,759 barrels, while volumes of gas sold increased 27,736 Mcf
in 2002 as compared to 2001. The decrease in volumes of oil sold was primarily
due to (i) normal declines in production and (ii) a positive prior
-44-
period volume adjustment made by the operator on one significant well during
2001. Average oil and gas prices decreased to $24.21 per barrel and $2.72 per
Mcf, respectively, in 2002 from $24.36 per barrel and $4.34 per Mcf,
respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $31,497 (3.0%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales, (ii) positive prior period lease operating
expense adjustments made by the operator on several wells during 2001, and (iii)
workover expenses incurred on several wells during 2001. These decreases were
partially offset by workover expenses incurred on several other wells during
2002. As a percentage of oil and gas sales, these expenses increased to 39.1% in
2002 from 28.6% in 2001. This percentage increase was primarily due to the
decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $17,552 (8.7%) in 2002 as compared to 2001. This increase was
primarily due to one significant well being fully depleted in 2002 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by upward revisions in the estimates of remaining oil and gas reserves at
December 31, 2002. As a percentage of oil and gas sales, this expense increased
to 8.4% in 2002 from 5.5% in 2001. This percentage increase was primarily due to
the decreases in the average prices of oil and gas sold.
General and administrative expenses increased $5,269 (1.3%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 16.1% in 2002 from 11.3% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-C Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $613,864 (47.8%) in 2003 as compared to
2002. Of this increase, approximately $77,000 and $577,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by a decrease of approximately $77,000 related to a
decrease in volumes of gas sold. Volumes of oil sold increased 1,455 barrels,
while volumes of gas sold decreased 28,291 Mcf in 2003 as compared to 2002. The
increase in volumes of oil sold was primarily due to an increase in production
on one significant well due to the successful workover of that well during mid
2003.
-45-
The decrease in volumes of gas sold was primarily due to (i) normal declines in
production and (ii) a positive prior period volume adjustment made by the
purchaser on one significant well during 2002. Average oil and gas prices
increased to $29.48 per barrel and $4.54 per Mcf, respectively, in 2003 from
$24.59 per barrel and $2.71 per Mcf, respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-C
Partnership sold certain oil and gas properties during 2003 and recognized a
$768 gain on such sales. Sales of oil and gas properties during 2002 resulted in
the II-C Partnership recognizing similar gains of $120,063.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $52,565 (12.2%) in 2003 as compared to 2002. This
increase was primarily due to an increase in production taxes associated with
the increase in oil and gas sales. As a percentage of oil and gas sales, these
expenses decreased to 25.5% in 2003 from 33.6% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $5,862(6.5%) in 2003 as compared to 2002. As a percentage of oil and
gas sales, this expense decreased to 4.4% in 2003 from 7.0% in 2002. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $2,655 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.2% in 2003 from 14.9% in 2002. This percentage decrease was primarily due
to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $19,516,686 or 126.22% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $355,977 (21.7%) in 2002 as compared to
2001. Of this decrease, approximately $547,000 was related to a decrease in the
average price of gas sold, which decrease was partially offset by an increase of
approximately $179,000 related to an increase in volumes of gas sold. Volumes of
oil and gas sold increased 317 barrels and 41,569 Mcf, respectively, in 2002 as
compared to 2001. The increase in volumes of gas sold was primarily due to (i)
negative prior period gas balancing adjustments on two significant wells during
2001, (ii) an increase in production on one significant well due
-46-
to the successful workover of that well during late 2001 and early 2002, and
(iii) a positive prior period volume adjustment made by the purchaser on another
significant well during 2002. Average oil prices increased to $24.59 per barrel
in 2002 from $24.28 per barrel in 2001. Average gas prices decreased to $2.71
per Mcf in 2002 from $4.30 per Mcf in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-C
Partnership sold certain oil and gas properties during 2002 and recognized a
$120,063 gain on such sales. Sales of oil and gas properties during 2001
resulted in the II-C Partnership recognizing similar gains of $21,996.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2002 as compared to 2001. A
decrease in production taxes associated with the decrease in oil and gas sales
was substantially offset by workover expenses incurred on two significant wells
during 2002. As a percentage of oil and gas sales, these expenses increased to
33.6% in 2002 from 26.6% in 2001. This percentage increase was primarily due to
the decrease in the average price of gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $14,715 (14.1%) in 2002 as compared to 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2002. This decrease was partially offset by the
increases in volumes of oil and gas sold. As a percentage of oil and gas sales,
this expense increased to 7.0% in 2002 from 6.4% in 2001.
General and administrative expenses increased $2,651 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.9% in 2002 from 11.5% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-D Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $1,042,009 (36.5%) in 2003 as compared
to 2002. Of this increase, approximately $127,000 and $1,288,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by decreases of approximately $183,000 and
$190,000, respectively, related to decreases in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 7,868 barrels and 71,127 Mcf,
respectively, in 2003 as compared to
-47-
2002. The decrease in volumes of oil sold was primarily due to (i) a substantial
decline in production during 2003 on one significant well following the
initially high production after completion of that well during late 2001 and
mechanical problems occurring on that same well and (ii) normal declines in
production. The well with a substantial decline in production experienced an
increase in production during late 2003 following successful repairs of its
mechanical problems. The decrease in volumes of gas sold was primarily due to
(i) the sale of several wells during late 2002 and (ii) the shutting-in of one
significant well during 2003 due to high well pressure. The shut-in well
returned to production in late 2003. These decreases were partially offset by
positive prior period volume adjustments made by the operator on two significant
wells during 2003. Average oil and gas prices increased to $28.65 per barrel and
$4.45 per Mcf, respectively, in 2003 from $23.24 per barrel and $2.67 per Mcf,
respectively, in 2002.
As discussed in "Liquidity and Capital Resources" below, the II-D
Partnership sold certain oil and gas properties during 2003 and recognized an
$8,060 gain on such sales. Sales of oil and gas properties during 2002 resulted
in the II-D Partnership recognizing similar gains of $1,256,405.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $189,504 (21.4%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales, (ii) workover expenses incurred on
several wells during 2003, and (iii) a positive prior period lease operating
expense adjustment made by the operator on one significant well during 2003.
These increases were partially offset by (i) a decrease in lease operating
expenses associated with the decreases in volumes of oil and gas sold and (ii)
workover expenses incurred on several wells during 2002. As a percentage of oil
and gas sales, these expenses decreased to 27.6% in 2003 from 31.0% in 2002.
This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $95,363 (51.4%) in 2003 as compared to 2002. This increase was
primarily due to (i) an increase in depletable oil and gas properties primarily
due to recompletion activities on one significant well during 2003 and (ii) the
abandonment of another significant well during 2003 due to severe mechanical
problems. These increases were partially offset by (i) the decreases in volumes
of oil and gas sold and (ii) upward revisions in the estimates of remaining oil
and gas reserves at December 31, 2003. As a percentage of oil and gas sales,
this expense increased to 7.2% in 2003 from 6.5% in 2002. This percentage
increase was primarily due to the dollar increase in depreciation, depletion,
and amortization of oil and gas properties.
-48-
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2003 from 12.9% in 2002. This percentage decrease was primarily due to the
increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $40,913,903 or 129.94% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $724,528 (20.2%) in 2002 as compared to
2001. Of this decrease, approximately $1,387,000 was related to a decrease in
the average price of gas sold. This decrease was partially offset by increases
of approximately $282,000 and $367,000, respectively, related to increases in
volumes of oil and gas sold. Volumes of oil and gas sold increased 12,380
barrels and 82,983 Mcf, respectively, in 2002 as compared to 2001. The increase
in volumes of oil sold was primarily due to the successful completion of a new
well during late 2001. The increase in volumes of gas sold was primarily due to
(i) negative prior period gas balancing adjustments on two significant wells
during 2001, (ii) the successful completion of two new wells during late 2001,
and (iii) an increase in production on one significant well due to the
successful workover of that well during late 2001. These increases were
partially offset by (i) normal declines in production and (ii) the II-D
Partnership receiving a reduced percentage of sales on another significant well
during 2002 due to gas balancing. As of the date of this Annual Report,
management does not expect the gas balancing adjustment to continue for the
foreseeable future. Average oil prices increased to $23.24 per barrel in 2002
from $22.78 per barrel in 2001. Average gas prices decreased to $2.67 per Mcf in
2002 from $4.42 per Mcf in 2001.
As discussed in "Liquidity and Capital Resources" below, the II-D
Partnership sold certain oil and gas properties during 2002 and recognized a
$1,256,405 gain on such sales. Sales of oil and gas properties during 2001
resulted in the II-D Partnership recognizing similar gains of $112,686.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $310,843 (26.0%) in 2002 as compared to 2001. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 2001, (ii) a one-time litigation expense and settlement payment incurred
in connection with a plugged well during 2001, and (iii) a decrease in
production taxes associated with the decrease in oil and gas sales. These
decreases were partially offset by an increase in
-49-
lease operating expenses associated with the increases in volumes of oil and gas
sold. As a percentage of oil and gas sales, these expenses decreased to 31.0% in
2002 from 33.4% in 2001.
Depreciation, depletion, and amortization of oil and gas properties
decreased $159,295 (46.2%) in 2002 as compared to 2001. This decrease was
primarily due to (i) one significant well being fully depleted in 2001 due to
the lack of remaining economically recoverable reserves and (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
2002. These decreases were partially offset by the increases in volumes of oil
and gas sold. As a percentage of oil and gas sales, this expense decreased to
6.5% in 2002 from 9.6% in 2001. This percentage decrease was primarily due to
the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $4,371 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 12.9% in 2002 from 10.2% in 2001. This percentage was primarily due to the
decreased in oil and gas sales.
II-E Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $793,119 (40.6%) in 2003 as compared to
2002. Of this increase, approximately $98,000 and $858,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by a decrease of approximately $104,000 related to a
decrease in volumes of oil sold. Volumes of oil and gas sold decreased 4,295
barrels and 20,856 Mcf, respectively, in 2003 as compared to 2002. The decrease
in volumes of oil sold was primarily due to (i) normal declines in production
and (ii) a negative prior period volume adjustment made by the operator on one
significant well during 2003. The decrease in volumes of gas sold was primarily
due to (i) a positive prior period volume adjustment made by the purchaser on
one significant well during 2002 and (ii) the shutting-in of another significant
well due to high well pressure during 2003. The shut-in well returned to
production in late 2003. Average oil and gas prices increased to $29.32 per
barrel and $4.68 per Mcf, respectively, in 2003 from $24.19 per barrel and $2.84
per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $136,660 (25.9%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil
-50-
and gas sales, (ii) positive prior period lease operating expense adjustments on
two significant wells during 2003, and (iii) workover expenses incurred on one
significant well during 2003. As a percentage of oil and gas sales, these
expenses decreased to 24.2% in 2003 from 27.0% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $25,478 (15.7%) in 2003 as compared to 2002. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves at December
31, 2003. As a percentage of oil and gas sales, this expense decreased to 5.0%
in 2003 from 8.3% in 2002. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to
10.2% in 2003 from 14.2% in 2002. This percentage decrease was primarily due to
the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $28,701,574 or 125.43% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $607,153 (23.7%) in 2002 as compared to
2001. Of this decrease, approximately $581,000 was related to a decrease in the
average price of gas sold. Volumes of oil and gas sold decreased 638 barrels and
1,799 Mcf, respectively, for 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to a positive prior period volume adjustment made
by the purchaser on one significant well during 2001. The decrease in volumes of
gas sold was primarily due to the II-E Partnership receiving a reduced
percentage of sales on one significant well during 2002 due to gas balancing.
This decrease was substantially offset by a positive prior period volume
adjustment made by the purchaser on another significant well during 2002. As of
the date of this Annual Report, management does not expect the gas balancing
adjustment to continue for the foreseeable future. Average oil and gas prices
decreased to $24.19 per barrel and $2.84 per Mcf, respectively, in 2002 from
$24.32 per barrel and $4.03 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $290,423 (35.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a
-51-
one-time litigation expense and settlement payment incurred in connection with a
plugged well during 2001, (ii) workover expenses incurred on several wells
during 2001, and (iii) a decrease in production taxes associated with the
decrease in oil and gas sales. As a percentage of oil and gas sales, these
expenses decreased to 27.0% in 2002 from 32.0% in 2001. This percentage decrease
was primarily due to the dollar decrease in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $149,405 (47.9%) in 2002 as compared to 2001. This decrease was
primarily due to upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2002. As a percentage of oil and gas sales, this
expense decreased to 8.3% in 2002 from 12.2% in 2001. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization.
General and administrative expenses increased $5,299 (1.9%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.2% in 2002 from 10.7% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-F Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $739,274 (38.9%) in 2003 as compared to
2002. Of this increase, approximately $115,000 and $722,000, respectively, were
related to increases in the average prices of oil and gas sold. Volumes of oil
and gas sold decreased 3,066 barrels and 9,103 Mcf, respectively, in 2003 as
compared to 2002. The decrease in volumes of oil sold was primarily due to
normal declines in production, which decrease was partially offset by a positive
prior period volume adjustment made by the operator on one significant well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.37
per Mcf, respectively, in 2003 from $23.78 per barrel and $2.74 per Mcf,
respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $151,221 (35.8%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2003. As a percentage of oil and gas sales, these expenses
decreased to 21.7% in 2003 from 22.2% in 2002.
-52-
Depreciation, depletion, and amortization of oil and gas properties
decreased $66,031 (32.8%) in 2003 as compared to 2002. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) two significant wells being fully
depleted in 2002 due to lack of remaining economically recoverable reserves. As
a percentage of oil and gas sales, this expense decreased to 5.1% in 2003 from
10.6% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation, depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 8.1%
in 2003 from 11.2% in 2002. This percentage decrease was primarily due to the
increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $23,323,051 or 136.07% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $587,879 (23.6%) in 2002 as compared to
2001. Of this decrease, approximately (i) $456,000 was related to a decrease in
the average price of gas sold and (ii) $74,000 was related to a decrease in
volumes of oil sold. Volumes of oil and gas sold decreased 3,071 barrels and
13,856 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to (i) positive prior period volume adjustments
made by the purchasers on two significant wells during 2001 and (ii) normal
declines in production. Average oil and gas prices decreased to $23.78 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.75
per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $81,896 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells during 2001. As a percentage of oil and gas sales, these expenses
increased to 22.2% in 2002 from 20.3% in 2001.
Depreciation, depletion, and amortization of oil and gas properties
decreased $90,794 (31.1%) in 2002 as compared to 2001. This decrease was
primarily due to (i) several wells being fully depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and
-53-
gas sold. As a percentage of oil and gas sales, this expense decreased to 10.6%
in 2002 from 11.7% in 2001.
General and administrative expenses increased $4,531 (2.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 11.2% in 2002 from 8.4% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-G Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $1,581,885 (39.3%) in 2003 as compared
to 2002. Of this increase, approximately $241,000 and $1,543,000, respectively,
were related to increases in the average prices of oil and gas sold. Volumes of
oil and gas sold decreased 6,422 barrels and 17,793 Mcf, respectively, in 2003
as compared to 2002. The decrease in volumes of oil sold was primarily due to
normal declines in production, which decrease was partially offset by a positive
prior period volume adjustment made by the operator on one significant well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf, respectively, in 2003 from $23.77 per barrel and $2.74 per Mcf,
respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $320,968 (35.7%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2003. As a percentage of oil and gas sales, these expenses
decreased to 21.8% in 2003 from 22.4% in 2002.
Depreciation, depletion, and amortization of oil and gas properties
decreased $141,446 (32.8%) in 2003 as compared to 2002. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) two significant wells being fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage of oil and gas sales, this expense decreased to 5.2% in 2003
from 10.7% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation, depletion, and amortization of oil and gas properties
and (ii) the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 7.8%
in 2003 from 10.8% in 2002.
-54-
This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $48,667,371 or 130.76% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $1,261,203 (23.9%) in 2002 as compared
to 2001. Of this decrease, approximately (i) $972,000 was related to a decrease
in the average price of gas sold and (ii) $154,000 was related to a decrease in
volumes of oil sold. Volumes of oil and gas sold decreased 6,431 barrels and
32,436 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes
of oil sold was primarily due to (i) positive prior period volume adjustments
made by the purchasers on two significant wells during 2001 and (ii) normal
declines in production. Average oil and gas prices decreased to $23.77 per
barrel and $2.74 per Mcf, respectively, in 2002 from $24.00 per barrel and $3.76
per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $175,399 (16.3%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells during 2001. As a percentage of oil and gas sales, these expenses
increased to 22.4% in 2002 from 20.4% in 2001.
Depreciation, depletion, and amortization of oil and gas properties
decreased $195,864 (31.2%) in 2002 as compared to 2001. This decrease was
primarily due to (i) several wells being fully depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales, this expense decreased
to 10.7% in 2002 from 11.9% in 2001. This percentage decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $6,917 (1.6%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 10.8% in 2002 from 8.1% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
-55-
II-H Partnership
----------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
--------------------------------------
Total oil and gas sales increased $381,456 (40.0%) in 2003 as compared to
2002. Of this increase, approximately $56,000 and $370,000, respectively, were
related to increases in the average prices of oil and gas sold. Volumes of oil
and gas sold decreased 1,495 barrels and 3,319 Mcf, respectively, in 2003 as
compared to 2002. The decrease in volumes of oil sold was primarily due to
normal declines in production, which decrease was partially offset by a positive
prior period volume adjustment made by the operator on one significant well
during 2003. Average oil and gas prices increased to $28.40 per barrel and $4.38
per Mcf, respectively, in 2003 from $23.77 per barrel and $2.75 per Mcf,
respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $78,051 (35.9%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2003. As a percentage of oil and gas sales, these expenses
decreased to 22.1% in 2003 from 22.8% in 2002.
Depreciation, depletion, and amortization of oil and gas properties
decreased $32,521 (32.1%) in 2003 as compared to 2002. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2003 and (ii) two significant wells being fully
depleted in 2002 due to the lack of remaining economically recoverable reserves.
As a percentage of oil and gas sales, this expense decreased to 5.1% in 2003
from 10.6% in 2002. This percentage decrease was primarily due to (i) the dollar
decrease in depreciation, depletion, and amortization and (ii) the increases in
the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2003 from 13.1% in 2002. This percentage decrease was primarily due to the
increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2003 totaling $11,309,364 or 123.32% of Limited Partners' capital contributions.
-56-
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
--------------------------------------
Total oil and gas sales decreased $303,091 (24.1%) in 2002 as compared to
2001. Of this decrease, approximately (i) $235,000 was related to a decrease in
the average price of gas sold and (ii) $35,000 was related to a decrease in
volumes of oil sold. Volumes of oil and gas sold decreased 1,477 barrels and
7,677 Mcf, respectively, in 2002 as compared to 2001. The decrease in volumes of
oil sold was primarily due to (i) positive prior period volume adjustments made
by the purchasers on two significant wells during 2001 and (ii) normal declines
in production. Average oil and gas prices decreased to $23.77 per barrel and
$2.75 per Mcf, respectively, in 2002 from $24.01 per barrel and $3.77 per Mcf,
respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $43,314 (16.6%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales and (ii) workover expenses incurred on several
wells during 2001. As a percentage of oil and gas sales, these expenses
increased to 22.8% in 2002 from 20.7% in 2001. This percentage increase was
primarily due to the decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $46,729 (31.6%) in 2002 as compared to 2001. This decrease was
primarily due to (i) several wells being fully depleted in 2001 due to lack of
remaining economically recoverable reserves and (ii) the decreases in volumes of
oil and gas sold. As a percentage of oil and gas sales, this expense decreased
to 10.6% in 2002 from 11.8% in 2001. This percentage decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $3,588 (3.0%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 13.1% in 2002 from 9.6% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2003, 2002, and 2001. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
-57-
2003 Compared to 2002
---------------------
Average Sales Prices
- ---------------------------------------------------------------------------
P/ship 2003 2002 % Change
- ------ ---------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ---
II-A $27.97 $4.88 $23.42 $2.78 19% 76%
II-B 29.33 4.69 24.21 2.72 21% 72%
II-C 29.48 4.54 24.59 2.71 20% 68%
II-D 28.65 4.45 23.24 2.67 23% 67%
II-E 29.32 4.68 24.19 2.84 21% 65%
II-F 28.40 4.37 23.78 2.74 19% 59%
II-G 28.40 4.38 23.77 2.74 19% 60%
II-H 28.40 4.38 23.77 2.75 19% 59%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2003 2002 % Change
- ------ ----------------- ----------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 74,313 717,179 64,016 821,485 16% (13%)
II-B 43,725 548,582 40,616 598,159 8% ( 8%)
II-C 15,806 315,371 14,351 343,662 10% ( 8%)
II-D 23,482 724,786 31,350 795,913 (25%) ( 9%)
II-E 19,131 467,472 23,426 488,328 (18%) ( 4%)
II-F 24,828 442,255 27,894 451,358 (11%) ( 2%)
II-G 52,045 941,870 58,467 959,663 (11%) ( 2%)
II-H 12,082 226,604 13,577 229,923 (11%) ( 1%)
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 2003 2002 % Change
------ ----- ----- --------
II-A $7.26 $7.55 ( 4%)
II-B 7.39 7.28 2%
II-C 7.09 6.03 18%
II-D 7.46 5.40 38%
II-E 6.85 5.04 36%
II-F 5.82 4.09 42%
II-G 5.84 4.12 42%
II-H 5.92 4.19 41%
-58-
2002 Compared to 2001
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2002 2001 % Change
- ------ ---------------- ---------------- -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ---- -----
II-A $23.42 $2.78 $23.99 $4.12 (2%) (33%)
II-B 24.21 2.72 24.36 4.34 (1%) (37%)
II-C 24.59 2.71 24.28 4.30 1% (37%)
II-D 23.24 2.67 22.78 4.42 2% (40%)
II-E 24.19 2.84 24.32 4.03 (1%) (30%)
II-F 23.78 2.74 24.00 3.75 (1%) (27%)
II-G 23.77 2.74 24.00 3.76 (1%) (27%)
II-H 23.77 2.75 24.01 3.77 (1%) (27%)
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2002 2001 % Change
- ------ ----------------- ----------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 64,016 821,485 67,519 774,153 ( 5%) 6%
II-B 40,616 598,159 49,375 570,423 (18%) 5%
II-C 14,351 343,662 14,034 302,093 2% 14%
II-D 31,350 795,913 18,970 712,930 65% 12%
II-E 23,426 488,328 24,064 490,127 ( 3%) -
II-F 27,894 451,358 30,965 465,214 (10%) ( 3%)
II-G 58,467 959,663 64,898 992,099 (10%) ( 3%)
II-H 13,577 229,923 15,054 237,600 (10%) ( 3%)
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 2002 2001 % Change
------ ----- ----- --------
II-A $7.55 $9.29 (19%)
II-B 7.28 7.29 -
II-C 6.03 6.77 (11%)
II-D 5.40 8.69 (37%)
II-E 5.04 7.74 (34%)
II-F 4.09 4.64 (12%)
II-G 4.12 4.67 (12%)
II-H 4.19 4.77 (12%)
-59-
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not reinvested in productive assets, except to the extent that producing
wells are improved, where methods are employed to permit more efficient recovery
of reserves, or where identified developmental drilling or recompletion
opportunities are pursued, thereby resulting in a positive economic impact.
Assuming 2003 production levels for future years, the Partnerships proved
reserve quantities at December 31, 2003 would have the following remaining
lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 9.2 7.8
II-B 9.2 10.3
II-C 11.0 10.6
II-D 12.2 8.8
II-E 10.7 9.7
II-F 8.6 11.9
II-G 8.7 11.9
II-H 8.8 11.9
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,
2003 may cause an increase or decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments. Cash for operational purposes will be provided by
current oil and gas production. During 2003, 2002, and 2001 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:
-60-
Partnership 2003 2002 2001
----------- -------- -------- --------
II-A $102,903 $137,449 $149,585
II-B 24,971 14,939 492,951
II-C 24,478 9,993 82,009
II-D 153,431 116,640 169,317
II-E 24,348 198,005 51,785
II-F 41,415 93,456 118,663
II-G 93,448 197,745 254,554
II-H 24,574 46,750 61,632
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 2003, 2002,
and 2001. The sale of the Partnerships' properties were made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of any such properties were
distributed to the Partnerships and included in the calculation of the
Partnerships' cash distributions for the quarter immediately following the
Partnerships' receipt of the proceeds. The amount of such proceeds from the sale
of oil and gas properties during 2003, 2002, and 2001, were as follows:
Partnership 2003 2002 2001
----------- -------- ---------- ---------
II-A $ 8,732 $ 348,092 $ 7,285
II-B 1,968 32,406 1,187
II-C 739 122,540 21,996
II-D 8,060 1,266,240 112,686
II-E 22,535 22,188 61,553
II-F 60,479 55,052 24,684
II-G 127,575 115,148 52,882
II-H 29,981 26,642 12,783
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are
-61-
not replacing production through acquisitions of producing properties and
drilling. The Partnerships' quantity of proved reserves has been reduced by the
sale of oil and gas properties as described above; therefore, it is possible
that the Partnerships' future cash distributions will decline as a result of a
reduction of the Partnerships' reserve base.
The Partnerships would have terminated on December 31, 2001 in accordance
with the Partnership Agreements. However, the Partnership Agreements provide
that the General Partner may extend the term of each Partnership for up to five
periods of two years each. The General Partner has extended the terms of the
Partnerships for their second two-year extension thereby extending their
termination date to December 31, 2005. As of the date of this Annual Report, the
General Partner has not determined whether to further extend the term of any
Partnership.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
The Partnerships do not have any contractual obligations of the type which
are required by the SEC to be disclosed in this Annual Report under this
heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships'
-62-
calculation of depreciation, depletion, and amortization includes estimated
dismantlement and abandonment costs, net of estimated salvage values. When
complete units of depreciable property are retired or sold, the asset cost and
related accumulated depreciation are eliminated with any gain or loss reflected
in income. When less than complete units of depreciable property are retired or
sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties for each oil and gas field (rather than
separately for each well). If the unamortized costs of all oil and gas
properties within a field exceed the expected undiscounted future cash flows
from such properties, the cost of the properties is written down to fair value,
which is determined by using the discounted future cash flows from the
properties. The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection with the Partnerships' underproduced gas imbalance positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rates used in calculating the Deferred Charge and
Accrued Liability are the annual average production cost per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil and gas industry. Sales of gas applicable to the
Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a Partnership's sales of gas exceed its pro rata ownership in a well, such
sales are recorded as revenues unless total sales from the well have exceeded
the Partnership's share of estimated total gas reserves underlying the property,
at which time such excess is recorded as a liability. The rates per Mcf used to
calculate this liability are based on the average gas prices received for the
volumes at the time the overproduction occurred. These rates also approximate
the prices for which the Partnerships are currently settling similar
liabilities. These amounts were recorded as gas imbalance payables in accordance
with the sales method. These gas imbalance payables will be settled by either
gas production by the underproduced party in excess of current estimates of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
-63-
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the
Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of
oil and gas properties, an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement obligation
in the following approximate amounts for each Partnership:
Increase
Increase in (Decrease) in
Capitalized Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ -------------- ----------
II-A $292,000 $ 6,000 $286,000
II-B 212,000 4,000 208,000
II-C 68,000 100 68,000
II-D 181,000 ( 2,000) 183,000
II-E 98,000 3,000 95,000
II-F 101,000 5,000 96,000
II-G 218,000 10,000 208,000
II-H 54,000 3,000 51,000
These amounts differ significantly from the estimates disclosed in the Annual
Report on Form 10-K for the year ended December 31, 2002 due to a revision of
the methodology used in calculating the change in capitalized cost of oil and
gas properties.
The asset retirement obligation is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For the year ended
December 31, 2003, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H
Partnerships recognized approximately $12,000, $9,000, $3,000, $11,000, $5,000,
$5,000, $10,000 and $3,000, respectively, of an increase in depreciation,
depletion, and amortization expense, which was comprised of accretion of the
asset retirement obligation and depletion of the increase in capitalized cost of
oil and gas properties.
-64-
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2003. 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. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
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.
-65-
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 52 President and Director
Judy K. Fox 52 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2003 of reports required under Section 16 of the Securities Exchange Act
of 1934.
-66-
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
serves as the audit committee. The board of directors of the General Partner
consists of one person who is not an audit committee financial expert, as
defined in the SEC regulations.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of
its executive officers, including those persons who perform the functions of
principal executive officer, principal financial officer, and principal
accounting officer. The Partnerships will provide, free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request mailed to
Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West 2nd Street,
Tulsa, OK 74103. Such request must include the address to which the Code of
Ethics should be mailed.
ITEM 11. 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 2003, 2002, and 2001, 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.
-67-
Partnership 2003 2002 2001
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2003, 2002, and 2001:
-68-
Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $283,025 - - - - - -
2002 $272,218 - - - - - -
2003 $276,689 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-A Partnership and no individual's salary or other
compensation reimbursement from the II-A Partnership equals or exceeds
$100,000 per annum.
-69-
Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $211,398 - - - - - -
2002 $203,326 - - - - - -
2003 $206,665 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-B Partnership and no individual's salary or other
compensation reimbursement from the II-B Partnership equals or exceeds
$100,000 per annum.
-70-
Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $90,362 - - - - - -
2002 $86,912 - - - - - -
2003 $88,339 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-C Partnership and no individual's salary or other
compensation reimbursement from the II-C Partnership equals or exceeds
$100,000 per annum.
-71-
Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $184,022 - - - - - -
2002 $176,995 - - - - - -
2003 $179,902 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-D Partnership and no individual's salary or other
compensation reimbursement from the II-D Partnership equals or exceeds
$100,000 per annum.
-72-
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $133,728 - - - - - -
2002 $128,621 - - - - - -
2003 $130,734 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-E Partnership and no individual's salary or other
compensation reimbursement from the II-E Partnership equals or exceeds
$100,000 per annum.
-73-
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $100,169 - - - - - -
2002 $ 96,344 - - - - - -
2003 $ 97,927 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-F Partnership and no individual's salary or other
compensation reimbursement from the II-F Partnership equals or exceeds
$100,000 per annum.
-74-
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $217,514 - - - - - -
2002 $209,208 - - - - - -
2003 $212,644 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-G Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-G Partnership and no individual's salary or other
compensation reimbursement from the II-G Partnership equals or exceeds
$100,000 per annum.
-75-
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 2003
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $53,599 - - - - - -
2002 $51,552 - - - - - -
2003 $52,399 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-H Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-H Partnership and no individual's salary or other
compensation reimbursement from the II-H Partnership equals or exceeds
$100,000 per annum.
-76-
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such affiliates for
services as operator of the wells. As operator, such affiliates are compensated
at rates provided in the operating agreements in effect and charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have an interest. This equipment was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of March 3, 2004 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 139,089 (28.7%)
All affiliates, directors,
and officers of the General
Partner as a group and 139,089 (28.7%)
the General Partner (4 persons)
II-B Partnership:
- ----------------
Samson Resources Company 97,314 (26.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 97,314 (26.9%)
-77-
II-C Partnership:
- ----------------
Samson Resources Company 51,453 (33.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 51,453 (33.3%)
II-D Partnership:
- ----------------
Samson Resources Company 91,332 (29.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 91,332 (29.0%)
II-E Partnership:
- ----------------
Samson Resources Company 71,683 (31.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 71,683 (31.3%)
II-F Partnership:
- ----------------
Samson Resources Company 46,356 (27.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 46,356 (27.1%)
II-G Partnership:
- ----------------
Samson Resources Company 77,712 (20.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 77,712 (20.9%)
II-H Partnership:
- ----------------
Samson Resources Company 27,714 (30.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 27,714 (30.2%)
-78-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements between
the Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest with other Limited Partners with
respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnership who
provide services to the Partnership have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
-79-
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2003 and 2002, each Partnership incurred the following audit fees:
2003 2002
------- -------
Year-end audit per engagement letter $19,250 $17,827
1st quarter 10-Q review 750 750
2nd quarter 10-Q review 750 750
3rd quarter 10-Q review 750 750
Audit-Related Fees
During 2003 and 2002 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 2003 and 2002 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 2003 and 2002 the Partnerships did not pay any other fees of the
type required by the SEC to be disclosed in this Annual Report under this
heading.
Audit Approval
The Partnerships do not have audit committee pre-approval policies and
procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.
The Partnerships did not receive any services of the type described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees paid by Affiliates
The Partnerships' accountants received compensation from other limited
partnerships managed by the General Partner and from other entities affiliated
with the General Partner. This compensation is for audit services, tax related
services, and other accounting-related services. The General Partner does not
believe this arrangement creates a conflict of interest or impairs the auditors'
independence.
-80-
PART IV.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership II-A
Geodyne Energy Income Limited Partnership II-B
Geodyne Energy Income Limited Partnership II-C
Geodyne Energy Income Limited Partnership II-D
Geodyne Energy Income Limited Partnership II-E
Geodyne Energy Income Limited Partnership II-F
Geodyne Energy Income Limited Partnership II-G
Geodyne Energy Income Limited Partnership II-H
as of December 31, 2003 and 2002 and for each of the three years in
the period ended December 31, 2003 are filed as part of this report:
Report of Independent Auditors
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
-81-
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.
4.7 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.8 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.9 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.10 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-A.
-82-
4.11 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit
4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.12 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.13 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.15 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.16 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B.
4.17 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.18 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
-83-
4.19 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.20 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-B.
4.21 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit
4.17 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.22 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.23 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.24 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.25 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.26 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C.
4.27 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited
-84-
Partnership II-C, filed as Exhibit 4.22 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.28 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.29 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.30 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-C.
4.31 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.32 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.33 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.34 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.35 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to
-85-
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*4.36 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D.
4.37 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.38 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.40 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-D.
4.41 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.42 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.43 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
-86-
4.44 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.45 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.36 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.47 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E.
4.48 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.49 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.50 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.51 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership III-E.
4.52 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit
4.42 to Annual Report on
-87-
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.53 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.54 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.55 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.56 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.57 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.58 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.59 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F.
4.60 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with
-88-
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.61 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
*4.62 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-F.
4.63 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit
4.50 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.64 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne
Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.65 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.68 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
-89-
4.69 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.70 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
*4.73 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-G.
4.74 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.75 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.76 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.77 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
ended December 31,
-90-
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.78 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
*4.81 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H.
4.82 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.83 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
*4.84 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-H.
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
-91-
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.
10.6 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
10.7 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.8 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
*10.10 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-B.
10.11 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
10.12 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed
-92-
as Exhibit 10.10 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.13 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.15 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-C.
10.16 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.17 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.19 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.20 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-D.
10.21 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.22 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed
-93-
as Exhibit 10.18 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.23 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.24 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.25 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-E.
10.26 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.27 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.28 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.30 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-F.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed
-94-
as Exhibit 10.26 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-G.
10.36 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.37 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.38 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.39 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.40 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-H.
*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.
-95-
*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.
-96-
*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.
-97-
*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.
(b) Reports on Form 8-K filed during the fourth quarter of 2002:
Each Partnership filed a Current Report of Form 8-K as follows:
Date of Event: November 21, 2003
Date filed with the SEC: November 21, 2003
Items Included: Item 5 - Other Events
Item 7 - Exhibits
Each Partnership filed a Amended Current Report of Form 8-K/A as
follows:
Date of Event: December 1, 2003
Date filed with the SEC: December 3, 2003
Items Included: Item 5 - Other Events
Item 7 - Exhibits
-98-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC.
General Partner
March 19, 2004
By: //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities (with respect to the registrant's general partner, Geodyne
Resources, Inc.) on the dates indicated.
By: //s//Dennis R. Neill President and March 19, 2004
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 19, 2004
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox
------------------- Secretary March 19, 2004
Judy K. Fox
-99-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,428,609 $ 794,035
Accounts receivable:
Oil and gas sales 761,616 658,499
--------- ---------
Total current assets $2,190,225 $1,452,534
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,232,731 2,056,359
DEFERRED CHARGE 650,100 656,289
--------- ---------
$5,073,056 $4,165,182
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 264,588 $ 256,595
Accrued liability - other (Note 1) 26,672 26,672
Gas imbalance payable 91,463 95,268
Asset retirement obligation -
current (Note 1) 9,874 -
--------- ---------
Total current liabilities $ 392,597 $ 378,535
LONG-TERM LIABILITIES:
Accrued liability $ 207,595 $ 217,322
Asset retirement obligation (Note 1) 268,040 -
--------- ---------
Total long-term liabilities $ 475,635 $ 217,322
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 232,071) ($ 241,784)
Limited Partners, issued and
outstanding, 484,283 Units 4,436,895 3,811,109
--------- ---------
Total Partners' capital $4,204,824 $3,569,325
--------- ---------
$5,073,056 $4,165,182
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $5,580,423 $3,781,863 $4,812,392
Interest income 7,152 5,181 31,927
Gain on sale of oil and
gas properties 9,595 193,272 137,823
--------- --------- ---------
$5,597,170 $3,980,316 $4,982,142
COSTS AND EXPENSES:
Lease operating $1,091,063 $1,302,070 $1,538,430
Production tax 316,696 214,538 287,607
Depreciation, depletion,
and amortization of oil
and gas properties 211,157 261,452 772,466
General and
administrative 561,271 557,151 550,462
--------- --------- ---------
$2,180,187 $2,335,211 $3,148,965
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $3,416,983 $1,645,105 $1,833,177
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) 5,849 - -
--------- --------- ---------
NET INCOME $3,422,832 $1,645,105 $1,833,177
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 360,046 $ 187,523 $ 249,356
========= ========= =========
LIMITED PARTNERS -
NET INCOME $3,062,786 $1,457,582 $1,583,821
========= ========= =========
NET INCOME per Unit $ 6.32 $ 3.01 $ 3.27
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $5,561,706 ($333,839) $5,227,867
Net income 1,583,821 249,356 1,833,177
Cash distributions ( 3,586,000) ( 200,669) ( 3,786,669)
--------- ------- ---------
Balance, Dec. 31, 2001 $3,559,527 ($285,152) $3,274,375
Net income 1,457,582 187,523 1,645,105
Cash distributions ( 1,206,000) ( 144,155) ( 1,350,155)
--------- ------- ---------
Balance, Dec. 31, 2002 $3,811,109 ($241,784) $3,569,325
Net income 3,062,786 360,046 3,422,832
Cash distributions ( 2,437,000) ( 350,333) ( 2,787,333)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,436,895 ($232,071) $4,204,824
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,422,832 $1,645,105 $1,833,177
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 5,849) - -
Depreciation, depletion,
and amortization of oil
and gas properties 211,157 261,452 772,466
Gain on sale of oil and
gas properties ( 9,595) ( 193,272) ( 137,823)
(Increase) decrease in
accounts receivable-
oil and gas sales ( 103,117) ( 262,242) 645,765
Decrease in deferred
charge 6,189 39,334 117,937
Increase (decrease) in
accounts payable 7,993 102,867 ( 15,686)
Increase (decrease)
in accrued
liability - other - ( 47,128) 73,800
Decrease in gas
imbalance payable ( 3,805) ( 1,031) ( 7,557)
Decrease in accrued
liability ( 9,727) ( 26,005) ( 9,377)
--------- --------- ---------
Net cash provided by
operating activities $3,516,078 $1,519,080 $3,272,702
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 102,903) ($ 137,449) ($ 149,585)
Proceeds from sale of
oil and gas properties 8,732 348,092 7,285
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 94,171) $ 210,643 ($ 142,300)
--------- --------- ---------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,787,333) ($1,350,155) ($3,786,669)
--------- --------- ---------
Net cash used by financing
activities ($2,787,333) ($1,350,155) ($3,786,669)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 634,574 $ 379,568 ($ 656,267)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 794,035 414,467 1,070,734
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,428,609 $ 794,035 $ 414,467
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 933,790 $ 478,067
Accounts receivable:
Oil and gas sales 546,637 481,002
--------- ---------
Total current assets $1,480,427 $ 959,069
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,683,184 1,605,587
DEFERRED CHARGE 238,135 245,511
--------- ---------
$3,401,746 $2,810,167
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 154,705 $ 147,990
Gas imbalance payable 47,276 47,652
Asset retirement obligation -
current (Note 1) 13,046 -
--------- ---------
Total current liabilities $ 215,027 $ 195,642
LONG-TERM LIABILITIES:
Accrued liability $ 48,773 $ 52,682
Asset retirement obligation (Note 1) 189,095 -
--------- ---------
Total long-term liabilities $ 237,868 $ 52,682
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 254,807) ($ 264,786)
Limited Partners, issued and
outstanding, 361,719 Units 3,203,658 2,826,629
--------- ---------
Total Partners' capital $2,948,851 $2,561,843
--------- ---------
$3,401,746 $2,810,167
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,857,240 $2,612,932 $3,677,731
Interest income 4,467 2,609 18,313
Gain on sale of oil
and gas properties 2,469 20,525 1,187
--------- --------- ---------
$3,864,176 $2,636,066 $3,697,231
COSTS AND EXPENSES:
Lease operating $ 760,713 $ 877,252 $ 846,524
Production tax 237,599 144,712 206,937
Depreciation, depletion,
and amortization of oil
and gas properties 154,363 218,988 201,436
General and
administrative 424,644 421,068 415,799
--------- --------- ---------
$1,577,319 $1,662,020 $1,670,696
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $2,286,857 $ 974,046 $2,026,535
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) 4,347 - -
--------- --------- ---------
NET INCOME $2,291,204 $ 974,046 $2,026,535
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 242,175 $ 116,853 $ 218,951
========= ========= =========
LIMITED PARTNERS -
NET INCOME $2,049,029 $ 857,193 $1,807,584
========= ========= =========
NET INCOME per Unit $ 5.66 $ 2.37 $ 5.00
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $3,212,852 ($269,807) $2,943,045
Net income 1,807,584 218,951 2,026,535
Cash distributions ( 2,319,000) ( 251,198) ( 2,570,198)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,701,436 ($302,054) $2,399,382
Net income 857,193 116,853 974,046
Cash distributions ( 732,000) ( 79,585) ( 811,585)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,826,629 ($264,786) $2,561,843
Net income 2,049,029 242,175 2,291,204
Cash distributions ( 1,672,000) ( 232,196) ( 1,904,196)
--------- ------- ---------
Balance, Dec. 31, 2003 $3,203,658 ($254,807) $2,948,851
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,291,204 $ 974,046 $2,026,535
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) ( 4,347) - -
Depreciation, depletion,
and amortization of oil
and gas properties 154,363 218,988 201,436
Gain on sale of
oil and gas properties ( 2,469) ( 20,525) ( 1,187)
(Increase) decrease in
accounts receivable ( 65,635) ( 157,886) 405,256
(Increase) decrease in
deferred charge 7,376 ( 30,757) ( 10,545)
Increase (decrease) in
accounts payable 6,715 21,328 ( 1,440)
Increase (decrease) in
gas imbalance payable ( 376) ( 408) 30,340
Increase (decrease) in
accrued liability ( 3,909) 5,246 ( 40,442)
--------- --------- ---------
Net cash provided by
operating activities $2,382,922 $1,010,032 $2,609,953
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,971) ($ 14,939) ($ 492,951)
Proceeds from sale of
oil and gas properties 1,968 32,406 1,187
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 23,003) $ 17,467 ($ 491,764)
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,904,196) ($ 811,585) ($2,570,198)
--------- --------- ---------
Net cash used by financing
activities ($1,904,196) ($ 811,585) ($2,570,198)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 455,723 $ 215,914 ($ 452,009)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 478,067 262,153 714,162
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 933,790 $ 478,067 $ 262,153
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-12
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2003
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 467,560 $ 250,767
Accounts receivable:
Oil and gas sales 267,786 236,341
--------- ---------
Total current assets $ 735,346 $ 487,108
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 786,821 774,648
DEFERRED CHARGE 123,244 130,077
--------- ---------
$1,645,411 $1,391,833
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 69,889 $ 63,712
Gas imbalance payable 25,952 26,684
Asset retirement obligation -
current (Note 1) 8,575 -
--------- ---------
Total current liabilities $ 104,416 $ 90,396
LONG-TERM LIABILITIES:
Accrued liability $ 35,434 $ 29,815
Asset retirement obligation (Note 1) 62,598 -
--------- ---------
Total long-term liabilities $ 98,032 $ 29,815
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 106,418) ($ 98,831)
Limited Partners, issued and
outstanding, 154,621 Units 1,549,381 1,370,453
--------- ---------
Total Partners' capital $1,442,963 $1,271,622
--------- ---------
$1,645,411 $1,391,833
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,898,285 $1,284,421 $1,640,398
Interest income 2,153 1,447 11,305
Gain on sale of oil
and gas properties 768 120,063 21,996
--------- --------- ---------
$1,901,206 $1,405,931 $1,673,699
COSTS AND EXPENSES:
Lease operating $ 356,027 $ 352,902 $ 327,353
Production tax 128,606 79,166 108,506
Depreciation, depletion,
and amortization of oil
and gas properties 83,672 89,534 104,249
General and administrative 193,823 191,168 188,517
--------- --------- ---------
$ 762,128 $ 712,770 $ 728,625
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,139,078 $ 693,161 $ 945,074
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 74 - -
--------- --------- ---------
NET INCOME $1,139,152 $ 693,161 $ 945,074
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 121,224 $ 77,229 $ 102,759
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,017,928 $ 615,932 $ 842,315
========= ========= =========
NET INCOME per Unit $ 6.58 $ 3.98 $ 5.45
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $1,786,206 ($105,478) $1,680,728
Net income 842,315 102,759 945,074
Cash distributions ( 1,370,000) ( 127,459) ( 1,497,459)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,258,521 ($130,178) $1,128,343
Net income 615,932 77,229 693,161
Cash distributions ( 504,000) ( 45,882) ( 549,882)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,370,453 ($ 98,831) $1,271,622
Net income 1,017,928 121,224 1,139,152
Cash distributions ( 839,000) ( 128,811) ( 967,811)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,549,381 ($106,418) $1,442,963
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,139,152 $693,161 $ 945,074
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 74) - -
Depreciation, depletion,
and amortization of oil
and gas properties 83,672 89,534 104,249
Gain on sale of oil
and gas properties ( 768) ( 120,063) ( 21,996)
Settlement of asset
retirement obligation ( 91) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 31,445) ( 98,389) 212,625
(Increase) decrease in
deferred charge 6,833 ( 1,250) 1,268
Increase in accounts
payable 6,177 12,762 29,262
Increase (decrease) in
gas imbalance payable ( 732) ( 3,192) 14,496
Increase (decrease) in
accrued liability 5,619 338 ( 24,661)
--------- ------- ---------
Net cash provided by
operating activities $1,208,343 $572,901 $1,260,317
--------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,478) ($ 9,993) ($ 82,009)
Proceeds from sale of
oil and gas properties 739 122,540 21,996
--------- ------- ---------
Net cash provided (used)
by investing activities ($ 23,739) $112,547 ($ 60,013)
--------- ------- ---------
F-17
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 967,811) ($549,882) ($1,497,459)
--------- ------- ---------
Net cash used by financing
activities ($ 967,811) ($549,882) ($1,497,459)
--------- ------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 216,793 $135,566 ($ 297,155)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 250,767 115,201 412,356
--------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 467,560 $250,767 $ 115,201
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-18
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 908,655 $ 561,177
Accounts receivable:
Oil and gas sales 559,179 512,579
--------- ---------
Total current assets $1,467,834 $1,073,756
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,539,915 1,482,828
DEFERRED CHARGE 352,392 358,699
--------- ---------
$3,360,141 $2,915,283
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 167,028 $ 156,725
Gas imbalance payable 43,698 42,368
Asset retirement obligation -
current (Note 1) 17,137 -
--------- ---------
Total current liabilities $ 227,863 $ 199,093
LONG-TERM LIABILITIES:
Accrued liability $ 98,630 $ 96,494
Asset retirement obligation (Note 1) 168,853 -
--------- ---------
Total long-term liabilities $ 267,483 $ 96,494
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 190,287) ($ 76,044)
Limited Partners, issued and
outstanding, 314,878 Units 3,055,082 2,695,740
--------- ---------
Total Partners' capital $2,864,795 $2,619,696
--------- ---------
$3,360,141 $2,915,283
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ----------
REVENUES:
Oil and gas sales $3,898,950 $2,856,941 $3,581,469
Interest income 4,000 3,321 30,461
Gain on sale of oil
and gas properties 8,060 1,256,405 112,686
--------- --------- ---------
$3,911,010 $4,116,667 $3,724,616
COSTS AND EXPENSES:
Lease operating $ 822,321 $ 713,308 $ 947,567
Production tax 253,430 172,939 249,523
Depreciation, depletion,
and amortization of oil
and gas properties 281,034 185,671 344,966
General and administrative 372,496 369,062 364,691
--------- --------- ---------
$1,729,281 $1,440,980 $1,906,747
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $2,181,729 $2,675,687 $1,817,869
Cumulative effect of change in
accounting for asset
retirement obligations
(Note 1) ( 2,344) - -
--------- --------- ---------
NET INCOME $2,179,385 $2,675,687 $1,817,869
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 243,043 $ 283,947 $ 209,788
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,936,342 $2,391,740 $1,608,081
========= ========= =========
NET INCOME per Unit $ 6.15 $ 7.60 $ 5.11
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $4,167,919 ($180,437) $3,987,482
Net income 1,608,081 209,788 1,817,869
Cash distributions ( 3,437,000) ( 268,043) ( 3,705,043)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,339,000 ($238,692) $2,100,308
Net income 2,391,740 283,947 2,675,687
Cash distributions ( 2,035,000) ( 121,299) ( 2,156,299)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,695,740 ($ 76,044) $2,619,696
Net income 1,936,342 243,043 2,179,385
Cash distributions ( 1,577,000) ( 357,286) ( 1,934,286)
--------- ------- ---------
Balance, Dec. 31, 2003 $3,055,082 ($190,287) $2,864,795
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,179,385 $2,675,687 $1,817,869
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 2,344 - -
Depreciation, depletion,
and amortization of oil
and gas properties 281,034 185,671 344,966
Gain on sale of oil
and gas properties ( 8,060) ( 1,256,405) ( 112,686)
Settlement of asset
retirement obligation ( 1,044) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 46,600) ( 196,669) 387,270
Decrease in deferred
charge 6,307 11,713 27,277
Increase in accounts
payable 10,303 72,004 30,049
Increase (decrease) in
payable to
General Partner - ( 65,905) 65,905
Increase (decrease) in
gas imbalance payable 1,330 ( 12,730) ( 19,023)
Increase (decrease) in
accrued liability 2,136 ( 16,006) ( 42,427)
--------- --------- ---------
Net cash provided by
operating activities $2,427,135 $1,397,360 $2,499,200
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 153,431) ($ 116,640) ($ 169,317)
Proceeds from sale of
oil and gas properties 8,060 1,266,240 112,686
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 145,371) $1,149,600 ($ 56,631)
--------- --------- ---------
F-23
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,934,286) ($2,156,299) ($3,705,043)
--------- --------- ---------
Net cash used by financing
activities ($1,934,286) ($2,156,299) ($3,705,043)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 347,478 $ 390,661 ($1,262,474)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 561,177 170,516 1,432,990
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 908,655 $ 561,177 $ 170,516
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 638,668 $ 388,042
Accounts receivable:
Oil and gas sales 363,426 362,987
--------- ---------
Total current assets $1,002,094 $ 751,029
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,412,445 1,425,028
DEFERRED CHARGE 207,890 209,297
--------- ---------
$2,622,429 $2,385,354
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 82,154 $ 85,744
Gas imbalance payable 43,424 43,443
Asset retirement obligation -
current (Note 1) 2,397 -
--------- ---------
Total current liabilities $ 127,975 $ 129,187
LONG-TERM LIABILITIES:
Accrued liability $ 8,153 $ 7,264
Asset retirement obligation(Note 1) 95,923 -
--------- ---------
Total long-term liabilities $ 104,076 $ 7,264
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 129,173) ($ 131,864)
Limited Partners, issued and
outstanding, 228,821 Units 2,519,551 2,380,767
--------- ---------
Total Partners' capital $2,390,378 $2,248,903
--------- ---------
$2,622,429 $2,385,354
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,747,176 $1,954,057 $2,561,210
Interest income 3,318 2,159 16,873
Gain on sale of oil
and gas properties 21,407 20,605 60,957
--------- --------- ---------
$2,771,901 $1,976,821 $2,639,040
COSTS AND EXPENSES:
Lease operating $ 470,669 $ 381,344 $ 628,516
Production tax 194,259 146,924 190,175
Depreciation, depletion,
and amortization of oil
and gas properties 137,213 162,691 312,096
General and administrative 278,935 278,094 272,795
--------- --------- ---------
$1,081,076 $ 969,053 $1,403,582
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,690,825 $1,007,768 $1,235,458
Cumulative effect of change in
accounting for asset
retirement obligations
(Note 1) 3,090 - -
--------- --------- ---------
NET INCOME $1,693,915 $1,007,768 $1,235,458
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 181,131 $ 115,203 $ 149,947
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,512,784 $ 892,565 $1,085,511
========= ========= =========
NET INCOME per Unit $ 6.61 $ 3.90 $ 4.74
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $2,953,691 ($133,047) $2,820,644
Net income 1,085,511 149,947 1,235,458
Cash distributions ( 2,018,000) ( 179,280) ( 2,197,280)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,021,202 ($162,380) $1,858,822
Net income 892,565 115,203 1,007,768
Cash distributions ( 533,000) ( 84,687) ( 617,687)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,380,767 ($131,864) $2,248,903
Net income 1,512,784 181,131 1,693,915
Cash distributions ( 1,374,000) ( 178,440) ( 1,552,440)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,519,551 ($129,173) $2,390,378
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,693,915 $1,007,768 $1,235,458
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 3,090) - -
Depreciation, depletion,
and amortization of oil
and gas properties 137,213 162,691 312,096
Gain on sale of oil
and gas properties ( 21,407) ( 20,605) ( 60,957)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 439) ( 118,622) 296,850
(Increase) decrease in
deferred charge 1,407 ( 2,743) ( 2,416)
Increase (decrease) in
accounts payable ( 3,590) 29,742 26,513
Increase (decrease) in
payable to
General Partner - ( 115,045) 115,045
Increase (decrease) in
gas imbalance payable ( 19) 15,408 5,490
Increase (decrease) in
accrued liability 889 ( 19,080) ( 9,560)
--------- --------- ---------
Net cash provided by
operating activities $1,804,879 $ 939,514 $1,918,519
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,348) ($ 198,005) ($ 51,785)
Proceeds from sale of
oil and gas properties 22,535 22,188 61,553
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 1,813) ($ 175,817) $ 9,768
--------- --------- ---------
F-29
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,552,440) ($ 617,687) ($2,197,280)
--------- --------- ---------
Net cash used by financing
activities ($1,552,440) ($ 617,687) ($2,197,280)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 250,626 $ 146,010 ($ 268,993)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 388,042 242,032 511,025
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 638,668 $ 388,042 $ 242,032
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-31
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 604,369 $ 453,233
Accounts receivable:
Oil and gas sales 354,719 352,341
--------- ---------
Total current assets $ 959,088 $ 805,574
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,318,881 1,311,537
DEFERRED CHARGE 32,899 36,774
--------- ---------
$2,310,868 $2,153,885
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 66,133 $ 71,740
Gas imbalance payable 3,555 6,701
Asset retirement obligation -
current (Note 1) 4,566 -
--------- ---------
Total current liabilities $ 74,254 $ 78,441
LONG-TERM LIABILITIES:
Accrued liability $ 16,945 $ 15,443
Asset retirement obligation (Note 1) 93,600 -
--------- ---------
Total long-term liabilities $ 110,545 $ 15,443
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 91,417) ($ 95,526)
Limited Partners, issued and
outstanding, 171,400 Units 2,217,486 2,155,527
--------- ---------
Total Partners' capital $2,126,069 $2,060,001
--------- ---------
$2,310,868 $2,153,885
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-32
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,639,281 $1,900,007 $2,487,886
Interest income 3,228 2,747 15,183
Gain on sale of oil
and gas properties 58,644 50,440 24,447
--------- --------- ---------
$2,701,153 $1,953,194 $2,527,516
COSTS AND EXPENSES:
Lease operating $ 407,571 $ 304,156 $ 338,068
Production tax 165,636 117,830 165,814
Depreciation, depletion,
and amortization of oil
and gas properties 135,340 201,371 292,165
General and administrative 213,797 213,218 208,687
--------- --------- ---------
$ 922,344 $ 836,575 $1,004,734
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHARGE $1,778,809 $1,116,619 $1,522,782
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 4,938 - -
--------- --------- ---------
NET INCOME $1,783,747 $1,116,619 $1,522,782
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 189,788 $ 129,511 $ 177,055
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,593,959 $ 987,108 $1,345,727
========= ========= =========
NET INCOME per Unit $ 9.30 $ 5.76 $ 7.85
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- -----------
Balance, Dec. 31, 2000 $2,573,692 ($101,577) $2,472,115
Net income 1,345,727 177,055 1,522,782
Cash distributions ( 1,902,000) ( 194,326) ( 2,096,326)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,017,419 ($118,848) $1,898,571
Net income 987,108 129,511 1,116,619
Cash distributions ( 849,000) ( 106,189) ( 955,189)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,155,527 ($ 95,526) $2,060,001
Net income 1,593,959 189,788 1,783,747
Cash distributions ( 1,532,000) ( 185,679) ( 1,717,679)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,217,486 ($ 91,417) $2,126,069
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,783,747 $1,116,619 $1,522,782
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 4,938) - -
Depreciation, depletion,
and amortization of oil
and gas properties 135,340 201,371 292,165
Gain on sale of oil
and gas properties ( 58,644) ( 50,440) ( 24,447)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 2,378) ( 123,270) 211,110
(Increase) decrease in
deferred charge 3,875 1,414 ( 3,529)
Increase (decrease) in
accounts payable ( 5,607) 22,078 27,760
Increase (decrease) in gas
imbalance payable ( 3,146) ( 1,252) 514
Increase in accrued
liability 1,502 1,568 1,534
--------- --------- ---------
Net cash provided by
operating activities $1,849,751 $1,168,088 $2,027,889
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 41,415) ($ 93,456) ($ 118,663)
Proceeds from sale of
oil and gas properties 60,479 55,052 24,684
--------- --------- ---------
Net cash provided (used) by
investing activities $ 19,064 ($ 38,404) ($ 93,979)
--------- --------- ---------
F-35
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,717,679) ($ 955,189) ($2,096,326)
--------- --------- ---------
Net cash used by financing
activities ($1,717,679) ($ 955,189) ($2,096,326)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 151,136 $ 174,495 ($ 162,416)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 453,233 278,738 441,154
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 604,369 $ 453,233 $ 278,738
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-36
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,284,869 $ 959,481
Accounts receivable:
Oil and gas sales 752,979 745,529
--------- ---------
Total current assets $2,037,848 $1,705,010
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,841,346 2,821,960
DEFERRED CHARGE 71,238 79,136
--------- ---------
$4,950,432 $4,606,106
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 139,590 $ 153,893
Gas imbalance payable 10,091 16,907
Asset retirement obligation -
current (Note 1) 10,082 -
--------- ---------
Total current liabilities $ 159,763 $ 170,800
LONG-TERM LIABILITIES:
Accrued liability $ 31,668 $ 31,075
Asset retirement obligation
(Note 1) 199,686 -
--------- ---------
Total long-term liabilities $ 231,354 $ 31,075
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 87,509) ($ 97,205)
Limited Partners, issued and
outstanding, 372,189 Units 4,646,824 4,501,436
--------- ---------
Total Partners' capital $4,559,315 $4,404,231
--------- ---------
$4,950,432 $4,606,106
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $5,605,691 $4,023,806 $5,285,009
Interest income 6,983 6,171 33,161
Gain on sale of oil
and gas properties 123,707 105,409 52,118
--------- --------- ---------
$5,736,381 $4,135,386 $5,370,288
COSTS AND EXPENSES:
Lease operating $ 867,617 $ 649,734 $ 722,045
Production tax 353,554 250,469 353,557
Depreciation, depletion,
and amortization of oil
and gas properties 290,209 431,655 627,519
General and administrative 437,597 436,126 429,209
--------- --------- ---------
$1,948,977 $1,767,984 $2,132,330
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $3,787,404 $2,367,402 $3,237,958
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 10,247 - -
--------- -------- ---------
NET INCOME $3,797,651 $2,367,402 $3,237,958
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 404,263 $ 274,972 $ 376,956
========= ========= =========
LIMITED PARTNERS -
NET INCOME $3,393,388 $2,092,430 $2,861,002
========= ========= =========
NET INCOME per Unit $ 9.12 $ 5.62 $ 7.69
========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-39
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $5,504,004 ($212,913) $5,291,091
Net income 2,861,002 376,956 3,237,958
Cash distributions ( 4,114,000) ( 310,249) ( 4,424,249)
--------- ------- ---------
Balance, Dec. 31, 2001 $4,251,006 ($146,206) $4,104,800
Net income 2,092,430 274,972 2,367,402
Cash distributions ( 1,842,000) ( 225,971) ( 2,067,971)
--------- ------- ---------
Balance, Dec. 31, 2002 $4,501,436 ($ 97,205) $4,404,231
Net income 3,393,388 404,263 3,797,651
Cash distributions ( 3,248,000) ( 394,567) ( 3,642,567)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,646,824 ($ 87,509) $4,559,315
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-40
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,797,651 $2,367,402 $3,237,958
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 10,247) - -
Depreciation, depletion,
and amortization of oil
and gas properties 290,209 431,655 627,519
Gain on sale of oil
and gas properties ( 123,707) ( 105,409) ( 52,118)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 7,450) ( 260,848) 450,530
(Increase) decrease in
deferred charge 7,898 4,600 ( 7,063)
Increase (decrease) in
accounts payable ( 14,303) 48,031 58,841
Increase (decrease) in gas
imbalance payable ( 6,816) ( 357) 1,122
Increase (decrease) in
accrued liability 593 ( 745) 548
--------- --------- ---------
Net cash provided by
operating activities $3,933,828 $2,484,329 $4,317,337
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 93,448) ($ 197,745) ($ 254,554)
Proceeds from sale of
oil and gas properties 127,575 115,148 52,882
--------- --------- ---------
Net cash provided (used) by
investing activities $ 34,127 ($ 82,597) ($ 201,672)
--------- --------- ---------
F-41
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,642,567) ($2,067,971) ($4,424,249)
--------- --------- ---------
Net cash used by financing
activities ($3,642,567) ($2,067,971) ($4,424,249)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 325,388 $ 333,761 ($ 308,584)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 959,481 625,720 934,304
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,284,869 $ 959,481 $ 625,720
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-42
REPORT OF INDEPENDENT AUDITORS
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, 2003 and 2002, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2003, in conformity with accounting principles generally
accepted in the United States of America. These financial statements are the
responsibility of the Partnerships' management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to Combined Financial Statements under the
heading "New Accounting Pronouncements," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 15, 2004
F-43
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 305,096 $ 224,669
Accounts receivable:
Oil and gas sales 179,434 176,539
--------- ---------
Total current assets $ 484,530 $ 401,208
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 673,170 664,355
DEFERRED CHARGE 18,580 20,637
--------- ---------
$1,176,280 $1,086,200
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 34,033 $ 37,271
Gas imbalance payable - 3,596
Asset retirement obligation -
current (Note 1) 2,522 -
--------- ---------
Total current liabilities $ 36,555 $ 40,867
LONG-TERM LIABILITIES:
Accrued liability $ 10,035 $ 8,079
Asset retirement obligation
(Note 1) 48,857 -
--------- ---------
Total long-term liabilities $ 58,892 $ 8,079
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 51,046) ($ 53,547)
Limited Partners, issued and
outstanding, 91,711 Units 1,131,879 1,090,801
--------- ---------
Total Partners' capital $1,080,833 $1,037,254
--------- ---------
$1,176,280 $1,086,200
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-44
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- -------- ----------
REVENUES:
Oil and gas sales $1,335,792 $954,336 $1,257,427
Interest income 1,545 1,304 7,452
Gain on sale of
oil and gas properties 29,085 24,403 12,478
--------- ------- ---------
$1,366,422 $980,043 $1,277,357
COSTS AND EXPENSES:
Lease operating $ 210,552 $157,453 $ 175,850
Production tax 84,803 59,851 84,768
Depreciation, depletion,
and amortization of oil
and gas properties 68,778 101,299 148,028
General and administrative 124,953 124,730 121,142
--------- ------- ---------
$ 489,086 $443,333 $ 529,788
--------- ------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $ 877,336 $536,710 $ 747,569
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 2,536 - -
--------- ------- ---------
NET INCOME $ 879,872 $536,710 $ 747,569
========= ======= =========
GENERAL PARTNER -
NET INCOME $ 93,794 $ 62,658 $ 87,334
========= ======= =========
LIMITED PARTNERS -
NET INCOME $ 786,078 $474,052 $ 660,235
========= ======= =========
NET INCOME per Unit $ 8.57 $ 5.17 $ 7.20
========= ======= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 2000 $1,311,514 ($54,632) $1,256,882
Net income 660,235 87,334 747,569
Cash distributions ( 950,000) ( 97,791) ( 1,047,791)
--------- ------ ---------
Balance, Dec. 31, 2001 $1,021,749 ($65,089) $ 956,660
Net income 474,052 62,658 536,710
Cash distributions ( 405,000) ( 51,116) ( 456,116)
--------- ------ ---------
Balance, Dec. 31, 2002 $1,090,801 ($53,547) $1,037,254
Net income 786,078 93,794 879,872
Cash distributions ( 745,000) ( 91,293) ( 836,293)
--------- ------ ---------
Balance, Dec. 31, 2003 $1,131,879 ($51,046) $1,080,833
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $879,872 $536,710 $ 747,569
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 2,536) - -
Depreciation, depletion,
and amortization of oil
and gas properties 68,778 101,299 148,028
Gain on sale of oil
and gas properties ( 29,085) ( 24,403) ( 12,478)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 2,895) ( 61,777) 108,242
(Increase) decrease in
deferred charge 2,057 ( 701) ( 2,148)
Increase (decrease) in
accounts payable ( 3,238) 11,798 14,068
Increase (decrease) in gas
imbalance payable ( 3,596) ( 670) 273
Increase in accrued
liability 1,956 1,649 423
------- ------- ---------
Net cash provided by
operating activities $911,313 $563,905 $1,003,977
------- ------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 24,574) ($ 46,750) ($ 61,632)
Proceeds from sale of
oil and gas properties 29,981 26,642 12,783
------- ------- ---------
Net cash provided (used) by
investing activities $ 5,407 ($ 20,108) ($ 48,849)
------- ------- ---------
F-47
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($836,293) ($456,116) ($1,047,791)
------- ------- ---------
Net cash used by financing
activities ($836,293) ($456,116) ($1,047,791)
------- ------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 80,427 $ 87,681 ($ 92,663)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 224,669 136,988 229,651
------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $305,096 $224,669 $ 136,988
======= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-48
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 2003, 2002, and 2001
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of each Partnership. Each Partnership is a general partner in the related
Geodyne Production Partnership (the "Production Partnership") in which Geodyne
Resources, Inc. serves as the managing partner. Limited Partner capital
contributions were contributed to the related Production Partnerships for
investment in producing oil and gas properties. The Partnerships were activated
on the following dates with the following Limited Partner capital contributions.
Limited
Date of Partner Capital
Partnership Activation Contributions
----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300
II-B October 14,1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
The Partnerships would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships. However, such partnership
agreements provide that the General Partner may extend the term of each
Partnership for up to five periods of two years each. The General Partner has
extended the terms of the Partnerships for their second two-year extension
thereby extending their termination date to December 31, 2005.
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the "Partnerships" and
the general partner and managing partner are collectively referred to as the
"General Partner".
F-49
An affiliate of the General Partner owned the following Units at December
31, 2003:
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 138,173 28.5%
II-B 96,989 26.8%
II-C 51,398 33.2%
II-D 91,050 28.9%
II-E 71,476 31.2%
II-F 45,052 26.3%
II-G 77,358 20.8%
II-H 27,671 30.2%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally
short-term in nature and are dependent upon obtaining transportation services
provided by pipelines. The Partnerships' oil is sold at or near the
Partnerships' wells under short-term purchase contracts at prevailing
arrangements which are customary in the oil industry. The prices received for
the Partnerships' oil and gas are subject to influences such as global
consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
F-50
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
F-51
distribution to Limited Partners reaches an average annual rate of 12% the
allocation will change to 15% to the general partner and managing partner
and 85% to the Limited Partners.
All Partnerships have achieved payout. After payout, operations and
revenues for the Partnerships have been and will be allocated using the 10% /
90% after payout percentages as described in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
F-52
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, 2003, 2002, and 2001, were as follows:
Partnership 2003 2002 2001
----------- ----- ----- -----
II-A $1.09 $1.30 $3.93
II-B 1.14 1.56 1.39
II-C 1.22 1.25 1.62
II-D 1.95 1.13 2.50
II-E 1.41 1.55 2.95
II-F 1.37 1.95 2.69
II-G 1.39 1.98 2.73
II-H 1.38 1.95 2.71
When complete units of depreciable property are retired or sold, the asset
cost, related accumulated depreciation, and remaining asset retirement
obligation, are eliminated with any gain or loss reflected in income. When less
than complete units of depreciable property are retired or sold, the proceeds
are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such properties, the cost of the properties is written down to
fair value, which is determined by using the discounted future cash flows from
the properties. No impairment provisions were recorded by the Partnerships
during the three years ended December 31, 2003.
The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The rate used in calculating the deferred charge is the annual
average production costs per Mcf. At December 31, 2003 and 2002, cumulative
total gas sales volumes for underproduced wells were less than the
F-53
Partnerships' pro-rata share of total gas production from these wells by the
following amounts:
2003 2002
---------------------- ---------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 568,965 $650,100 574,382 $656,289
II-B 215,981 238,135 218,771 245,511
II-C 171,601 123,244 181,115 130,077
II-D 456,289 352,392 464,455 358,699
II-E 325,222 207,890 327,726 209,297
II-F 58,864 32,899 65,183 36,774
II-G 127,552 71,238 140,943 79,136
II-H 32,180 18,580 35,497 20,637
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2002 for the II-A
Partnership represents a charge accrued for the payment of a judgment related to
plugging liabilities, which judgment is currently under appeal.
Accrued Liability
The Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rate used in calculating the accrued liability is the
annual average production costs per Mcf. At December 31, 2003 and 2002,
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:
2003 2002
-------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 181,687 $207,595 190,200 $217,322
II-B 45,715 48,773 49,379 52,682
II-C 49,337 35,434 41,514 29,815
II-D 127,710 98,630 124,944 96,494
II-E 12,839 8,153 11,439 7,264
II-F 27,144 16,945 26,730 15,443
II-G 56,426 31,668 55,640 31,075
II-H 14,992 10,035 13,617 8,079
F-54
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices received for the volumes at the
time the overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. At December 31, 2003 and
2002 total sales exceeded the Partnerships' share of estimated total gas
reserves as follows:
2003 2002
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------ ------- ------ -------
II-A 60,975 $91,463 63,512 $95,268
II-B 31,517 47,276 31,768 47,652
II-C 17,301 25,952 17,789 26,684
II-D 29,132 43,698 28,245 42,368
II-E 28,949 43,424 28,962 43,443
II-F 2,370 3,555 4,467 6,701
II-G 6,727 10,091 11,271 16,907
II-H - - 2,397 3,596
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.
F-55
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, asset retirement obligations, and
the accrued liability all involve estimates which could materially differ from
the actual amounts ultimately realized or incurred in the near term. Oil and gas
reserves (see Note 4) also involve significant estimates which could materially
differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). On January 1, 2003, the
Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of
oil and gas properties, an increase (decrease) in net income for the cumulative
effect of the change in accounting principle, and an asset retirement obligation
in the following approximate amounts for each Partnership:
F-56
Increase
Increase in (Decrease) in
Capitalized Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ -------------- ----------
II-A $292,000 $ 6,000 $286,000
II-B 212,000 4,000 208,000
II-C 68,000 100 68,000
II-D 181,000 ( 2,000) 183,000
II-E 98,000 3,000 95,000
II-F 101,000 5,000 96,000
II-G 218,000 10,000 208,000
II-H 54,000 3,000 51,000
These amounts differ significantly from the estimates disclosed in the
Annual Report on Form 10-K for the year ended December 31, 2002 due to a
revision of the methodology used in calculating the change in capitalized cost
of oil and gas properties.
The asset retirement obligation is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For the year ended
December 31, 2003, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H
Partnerships recognized approximately $12,000, $9,000, $3,000, $11,000, $5,000,
$5,000, $10,000 and $3,000, respectively, of an increase in depreciation,
depletion, and amortization expense, which was comprised of accretion of the
asset retirement obligation and depletion of the increase in capitalized cost of
oil and gas properties.
The components of the change in asset retirement obligations for the year
ended December 31, 2003 are as shown below.
II-A Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $286,238
Settlements and disposals ( 17,686)
Accretion expense 9,362
-------
Total asset retirement obligation, December 31, 2003 $277,914
=======
Asset retirement obligation - current $ 9,874
Asset retirement obligation - long-term 268,040
F-57
II-B Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $208,259
Settlements and disposals ( 12,817)
Accretion expense 6,699
-------
Total asset retirement obligation, December 31, 2003 $202,141
=======
Asset retirement obligation - current $ 13,046
Asset retirement obligation - long-term 189,095
II-C Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $ 68,318
Additions and revisions 386
Settlements and disposals ( 243)
Accretion expense 2,712
-------
Total asset retirement obligation, December 31, 2003 $ 71,173
=======
Asset retirement obligation - current $ 8,575
Asset retirement obligation - long-term 62,598
II-D Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $182,622
Additions and revisions 446
Settlements and disposals ( 2,546)
Accretion expense 5,468
-------
Total asset retirement obligation, December 31, 2003 $185,990
=======
Asset retirement obligation - current $ 17,137
Asset retirement obligation - long-term 168,853
F-58
II-E Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $ 95,050
Additions and revisions 120
Settlements and disposals ( 959)
Accretion expense 4,109
-------
Total asset retirement obligation, December 31, 2003 $ 98,320
=======
Asset retirement obligation - current $ 2,397
Asset retirement obligation - long-term 95,923
II-F Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $ 96,226
Additions and revisions 208
Settlements and disposals ( 3,546)
Accretion expense 5,278
-------
Total asset retirement obligation, December 31, 2003 $ 98,166
=======
Asset retirement obligation - current $ 4,566
Asset retirement obligation - long-term 93,600
II-G Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $207,505
Additions and revisions 510
Settlements and disposals ( 7,625)
Accretion expense 9,378
-------
Total asset retirement obligation, December 31, 2003 $209,768
=======
Asset retirement obligation - current $ 10,082
Asset retirement obligation - long-term 199,686
F-59
II-H Partnership
----------------
2003
----------
Total asset retirement obligation, January 1, 2003 $ 50,790
Additions and revisions 148
Settlements and disposals ( 1,855)
Accretion expense 2,296
-------
Total asset retirement obligation, December 31, 2003 $ 51,379
=======
Asset retirement obligation - current $ 2,522
Asset retirement obligation - long-term 48,857
Had FAS No. 143 been adopted at January 1, 2001 the amount of the asset
retirement obligation at that date and at December 31, 2001 and 2002 would not
have been materially different from the amount recorded at January 1, 2003. If
this accounting policy had been in effect on January 1, 2001, the proforma
impact for the Partnerships during the years ended December 31, 2002 and
December 31, 2001 would have been an increase in depreciation, depletion, and
amortization expense of approximately the following amounts:
December 31
--------------------
Partnership 2002 2001
----------- ------- -------
II-A $12,000 $18,000
II-B 8,000 10,000
II-C 3,000 4,000
II-D 9,000 10,000
II-E 6,000 7,000
II-F 6,000 8,000
II-G 13,000 17,000
II-H 3,000 3,000
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
F-60
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, 2003, 2002, and
2001:
Partnership 2003 2002 2001
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
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, 2003, 2002 and 2001:
Partnership Purchaser Percentage
- ----------- ------------------------ ---------------------
2003 2002 2001
----- ----- -----
II-A Cinergy Marketing Company
("Cinergy") 16.5% - -
Duke Energy Field Services
("Duke") 15.0% 10.9% -
BP America Production Co. 14.6% 14.2% -
El Paso Energy Marketing
Company ("El Paso") - 27.7% 32.1%
Amoco Production Company - - 12.7%
II-B Cinergy 26.0% - -
Duke 14.0% - -
Citation Oil & Gas Corp.
("Citation") 12.5% - -
El Paso - 33.1% 40.0%
F-61
II-C Cinergy 23.5% - -
Duke 12.8% - -
Citation 10.8% - -
El Paso - 30.7% 38.3%
II-D Cinergy 15.2% - -
Vintage Petroleum Inc. 11.3% - 12.4%
El Paso - 21.6% 30.4%
Whiting Petroleum Corp. - 12.2% -
II-E Cinergy 23.6% - -
Duke 10.6% - -
El Paso - 29.4% 45.8%
II-F Cinergy 13.6% - -
El Paso - 17.6% 22.5%
Oneok Gas Marketing Co.
("ONEOK") - - 10.5%
II-G Cinergy 13.4% - -
El Paso - 17.5% 22.4%
ONEOK - - 10.3%
II-H Cinergy 13.2% - -
El Paso - 17.4% 22.3%
ONEOK - - 10.0%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 2003 and 2002 were as
follows:
F-62
II-A Partnership
----------------
2003 2002
------------- -------------
Proved properties $29,401,928 $29,571,336
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 27,169,197) ( 27,514,977)
---------- ----------
Net oil and gas
Properties $ 2,232,731 $ 2,056,359
========== ==========
II-B Partnership
----------------
2003 2002
------------- -------------
Proved properties $20,514,746 $20,700,114
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 18,831,562) ( 19,094,527)
---------- ----------
Net oil and gas
Properties $ 1,683,184 $ 1,605,587
========== ==========
II-C Partnership
----------------
2003 2002
------------- -------------
Proved properties $ 8,689,349 $ 8,861,801
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 7,902,528) ( 8,087,153)
---------- ----------
Net oil and gas
Properties $ 786,821 $ 774,648
========== ==========
F-63
II-D Partnership
----------------
2003 2002
------------- -------------
Proved properties $13,818,593 $14,412,771
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 12,278,678) ( 12,929,943)
---------- ----------
Net oil and gas
Properties $ 1,539,915 $ 1,482,828
========== ==========
II-E Partnership
----------------
2003 2002
------------- -------------
Proved properties $13,162,328 $13,109,702
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 11,749,883) ( 11,684,674)
---------- ----------
Net oil and gas
Properties $ 1,412,445 $ 1,425,028
========== ==========
II-F Partnership
----------------
2003 2002
------------- -------------
Proved properties $10,575,705 $10,615,042
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 9,256,824) ( 9,303,505)
---------- ----------
Net oil and gas
Properties $ 1,318,881 $ 1,311,537
========== ==========
F-64
II-G Partnership
----------------
2003 2002
------------- -------------
Proved properties $22,640,005 $22,694,289
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 19,798,659) ( 19,872,329)
---------- ----------
Net oil and gas
Properties $ 2,841,346 $ 2,821,960
========== ==========
II-H Partnership
----------------
2003 2002
------------- -------------
Proved properties $ 5,424,824 $ 5,463,297
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 4,751,654) ( 4,798,942)
---------- ----------
Net oil and gas
Properties $ 673,170 $ 664,355
========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 2003, 2002, and 2001. Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2003, 2002, and 2001, were as follows:
Partnership 2003(1) 2002 2001
----------- -------- -------- --------
II-A $102,903 $137,449 $149,585
II-B 24,971 14,939 492,951
II-C 24,478 9,993 82,009
II-D 153,431 116,640 169,317
II-E 24,348 198,005 51,785
II-F 41,415 93,456 118,663
II-G 93,448 197,745 254,554
II-H 24,574 46,750 61,632
(1) Excludes the estimated asset retirement costs for the II-A, II-B, II-C,
II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $174,000,
$125,000, $39,000, $106,000, $61,000, $58,000, $125,000, and $30,000,
respectively, recorded as part of the FAS No. 143 implementation.
F-65
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, 2003,
2002, and 2001, were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-66
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 548,403 6,707,781
Production ( 67,519) ( 774,153)
Sales of minerals in place - ( 60,382)
Extensions and discoveries 18,433 11,955
Revision of previous
estimates (125,788) ( 14,943)
------- ---------
Proved reserves, Dec. 31, 2001 373,529 5,870,258
Production ( 64,016) ( 821,485)
Sales of minerals in place ( 4,154) ( 109,339)
Extensions and discoveries 47,104 46,402
Revision of previous
estimates 165,389 831,714
------- ---------
Proved reserves, Dec. 31, 2002 517,852 5,817,550
Production ( 74,313) ( 717,179)
Sales of minerals in place ( 3,193) ( 12,518)
Extensions and discoveries 14,463 19,843
Revision of previous
estimates 123,530 1,495,095
------- ---------
Proved reserves, Dec. 31, 2003 578,339 6,602,791
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 373,529 5,870,258
======= =========
December 31, 2002 517,852 5,817,550
======= =========
December 31, 2003 578,339 6,602,791
======= =========
F-67
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 361,833 4,842,161
Production ( 49,375) ( 570,423)
Extensions and discoveries 58,881 18,379
Revision of previous
estimates ( 86,953) ( 7,061)
------- ---------
Proved reserves, Dec. 31, 2001 284,386 4,283,056
Production ( 40,616) ( 598,159)
Sales of minerals in place ( 3,132) -
Revision of previous
estimates 118,986 758,648
------- ---------
Proved reserves, Dec. 31, 2002 359,624 4,443,545
Production ( 43,725) ( 548,582)
Sales of minerals in place ( 1,073) -
Revision of previous
estimates 135,560 1,136,134
------- ---------
Proved reserves, Dec. 31, 2003 450,386 5,031,097
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 284,386 4,283,056
======= =========
December 31, 2002 359,624 4,443,545
======= =========
December 31, 2003 450,386 5,031,097
======= =========
F-68
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 126,153 3,391,042
Production ( 14,034) ( 302,093)
Extensions and discoveries 8,281 2,345
Revision of previous
estimates ( 24,922) 160,543
------- ---------
Proved reserves, Dec. 31, 2001 95,478 3,251,837
Production ( 14,351) ( 343,662)
Sales of minerals in place ( 596) ( 151,771)
Revision of previous
estimates 48,413 364,064
------- ---------
Proved reserves, Dec. 31, 2002 128,944 3,120,468
Production ( 15,806) ( 315,371)
Sales of minerals in place - ( 326)
Revision of previous
estimates 53,740 666,561
------- ---------
Proved reserves, Dec. 31, 2003 166,878 3,471,332
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 95,478 3,251,837
======= =========
December 31, 2002 128,944 3,120,468
======= =========
December 31, 2003 166,878 3,471,332
======= =========
F-69
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 253,737 8,264,342
Production ( 18,970) ( 712,930)
Sales of minerals in place ( 28,595) -
Extensions and discoveries 5,656 1,961,987
Revision of previous
estimates ( 18,990) (121,541)
------- ---------
Proved reserves, Dec. 31, 2001 192,838 9,391,858
Production ( 31,350) ( 795,913)
Sales of minerals in place ( 6,238) (1,773,652)
Extensions and discoveries 20,756 164,024
Revision of previous
estimates 10,718 962,656
------- ---------
Proved reserves, Dec. 31, 2002 186,724 7,948,973
Production ( 23,482) ( 724,786)
Sales of minerals in place - ( 3,434)
Revision of previous
estimates 42,251 1,599,398
------- ---------
Proved reserves, Dec. 31, 2003 205,493 8,820,151
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 192,838 9,391,858
======= =========
December 31, 2002 186,724 7,948,973
======= =========
December 31, 2003 205,493 8,820,151
======= =========
F-70
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 229,723 4,054,722
Production ( 24,064) ( 490,127)
Sales of minerals in place ( 17,957) ( 3,024)
Revision of previous
estimates ( 41,174) 82,011
------- ---------
Proved reserves, Dec. 31, 2001 146,528 3,643,582
Production ( 23,426) ( 488,328)
Sales of minerals in place - ( 13,492)
Extensions and discoveries 2,949 120,748
Revision of previous
estimates 47,113 929,896
------- ---------
Proved reserves, Dec. 31, 2002 173,164 4,192,406
Production ( 19,131) ( 467,472)
Sales of minerals in place ( 1,055) ( 19,430)
Extensions and discoveries 1,301 4,400
Revision of previous
estimates 31,447 1,283,438
------- ---------
Proved reserves, Dec. 31, 2003 185,726 4,993,342
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 146,528 3,643,582
======= =========
December 31, 2002 173,164 4,192,406
======= =========
December 31, 2003 185,726 4,993,342
======= =========
F-71
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 269,110 3,158,866
Production ( 30,965) ( 465,214)
Sales of minerals in place ( 781) ( 1,865)
Extensions and discoveries 2,802 13,721
Revision of previous
estimates ( 21,641) 303,403
------- ---------
Proved reserves, Dec. 31, 2001 218,525 3,008,911
Production ( 27,894) ( 451,358)
Sales of minerals in place - ( 33,002)
Extensions and discoveries 4,759 127,801
Revision of previous
estimates 34,884 309,929
------- ---------
Proved reserves, Dec. 31, 2002 230,274 2,962,281
Production ( 24,828) ( 442,255)
Sales of minerals in place ( 2,571) ( 48,081)
Extensions and discoveries 4,306 4,018
Revision of previous
estimates 87,190 1,329,431
------- ---------
Proved reserves, Dec. 31, 2003 294,371 3,805,394
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 218,525 3,008,911
======= =========
December 31, 2002 230,274 2,962,281
======= =========
December 31, 2003 294,371 3,805,394
======= =========
F-72
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 565,056 6,779,445
Production ( 64,898) ( 992,099)
Sales of minerals in place ( 1,657) ( 5,208)
Extensions and discoveries 5,979 31,001
Revision of previous
estimates ( 45,326) 626,857
------- ---------
Proved reserves, Dec. 31, 2001 459,154 6,439,996
Production ( 58,467) ( 959,663)
Sales of minerals in place - ( 69,121)
Extensions and discoveries 16,826 273,003
Revision of previous
estimates 66,360 685,765
------- ---------
Proved reserves, Dec. 31, 2002 483,873 6,369,980
Production ( 52,045) ( 941,870)
Sales of minerals in place ( 5,382) ( 100,643)
Extensions and discoveries 7,050 20,444
Revision of previous
estimates 184,556 2,832,630
------- ---------
Proved reserves, Dec. 31, 2003 618,052 8,180,541
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 459,154 6,439,996
======= =========
December 31, 2002 483,873 6,369,980
======= =========
December 31, 2003 618,052 8,180,541
======= =========
F-73
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 131,882 1,646,842
Production ( 15,054) ( 237,600)
Sales of minerals in place ( 391) ( 1,779)
Extensions and discoveries 388 7,897
Revision of previous
estimates ( 9,535) 139,973
------- ---------
Proved reserves, Dec. 31, 2001 107,290 1,555,333
Production ( 13,577) ( 229,923)
Sales of minerals in place - ( 15,921)
Extensions and discoveries 1,519 56,116
Revision of previous
estimates 17,853 188,329
------- ---------
Proved reserves, Dec. 31, 2002 113,085 1,553,934
Production ( 12,082) ( 226,604)
Sales of minerals in place ( 1,246) ( 23,321)
Extensions and discoveries 1,522 3,284
Revision of previous
estimates 42,790 682,941
------- ---------
Proved reserves, Dec. 31, 2003 144,069 1,990,234
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 107,290 1,555,333
======= =========
December 31, 2002 113,085 1,553,934
======= =========
December 31, 2003 144,069 1,990,234
======= =========
F-74
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2003 and 2002 are as
follows:
II-A Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,476,502 $1,572,825 $1,311,663 $1,236,180
Gross Profit (1) 1,102,997 1,248,004 973,719 864,691
Net Income 905,124 1,059,385 770,667 687,656
Limited Partners'
Net Income 1.67 1.96 1.42 1.27
Per Unit
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $ 789,152 $1,173,966 $ 934,000 $1,083,198
Gross Profit (1) 325,518 834,634 619,024 684,532
Net Income 89,283 619,972 460,956 474,894
Limited Partners'
Net Income
Per Unit .15 1.14 .85 .87
- -----------------------
(1) Total revenues less oil and gas production expenses.
F-75
II-B Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $1,024,409 $1,015,707 $930,773 $893,287
Gross Profit (1) 780,583 768,700 683,017 633,564
Net Income 634,041 612,802 529,405 514,956
Limited Partners'
Net Income
Per Unit 1.57 1.51 1.31 1.27
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $ 581,081 $ 693,623 $653,379 $707,983
Gross Profit (1) 232,791 451,685 457,951 471,675
Net Income 51,494 287,730 344,740 290,082
Limited Partners'
Net Income
Per Unit .11 .70 .86 .70
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-76
II-C Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $523,711 $512,759 $433,856 $430,880
Gross Profit (1) 406,828 387,348 315,423 306,974
Net Income 329,308 314,704 248,009 247,131
Limited Partners'
Net Income
Per Unit 1.90 1.82 1.43 1.43
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter (2)
---------- ----------- ----------- -----------
Total Revenues $268,077 $338,202 $325,234 $474,418
Gross Profit (1) 124,101 244,733 238,388 366,641
Net Income 36,398 166,179 188,038 302,546
Limited Partners'
Net Income
Per Unit .19 .95 1.09 1.75
- ----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant increase in Fourth Quarter Net Income resulted from the gain
on sale of several properties.
F-77
II-D Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $1,043,560 $1,003,165 $939,761 $ 924,524
Gross Profit (1) 811,604 728,911 670,307 624,437
Net Income 629,705 564,528 522,651 462,501
Limited Partners'
Net Income
Per Unit 1.78 1.59 1.48 1.30
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
---------- ----------- ----------- -----------
Total Revenues $ 538,200 $ 809,677 $787,921 $1,980,869
Gross Profit (1) 247,999 605,024 564,516 1,812,881
Net Income 83,003 442,237 458,518 1,691,929
Limited Partners'
Net Income
Per Unit .22 1.24 1.31 4.83
- ----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant increase in Fourth Quarter Net Income resulted from the gain on
sale of several properties.
F-78
II-E Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $753,393 $774,911 $658,485 $585,112
Gross Profit (1) 565,150 632,834 503,658 405,331
Net Income 458,506 535,125 391,582 308,702
Limited Partners'
Net Income
Per Unit 1.79 2.10 1.52 1.20
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $399,243 $494,187 $589,514 $493,877
Gross Profit (1) 242,077 363,404 461,502 381,570
Net Income 100,318 238,745 371,872 296,833
Limited Partners'
Net Income
Per Unit .37 .92 1.45 1.16
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-79
II-F Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $741,486 $730,316 $596,691 $632,660
Gross Profit (1) 571,525 587,682 494,650 474,089
Net Income 475,624 503,534 402,746 401,843
Limited Partners'
Net Income
Per Unit 2.48 2.63 2.09 2.10
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $417,293 $476,813 $528,079 $531,009
Gross Profit (1) 275,744 383,219 423,224 449,021
Net Income 158,187 287,067 329,817 341,548
Limited Partners'
Net Income
Per Unit .80 1.49 1.71 1.76
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-80
II-G Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $1,570,502 $1,558,395 $1,264,715 $1,342,769
Gross Profit (1) 1,209,012 1,253,705 1,045,415 1,007,078
Net Income 1,014,829 1,083,059 846,611 853,152
Limited Partners'
Net Income
Per Unit 2.44 2.60 2.03 2.05
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $ 883,474 $1,011,416 $1,117,354 $1,123,142
Gross Profit (1) 582,126 811,752 892,576 948,729
Net Income 343,653 609,560 694,566 719,623
Limited Partners'
Net Income
Per Unit .80 1.45 1.66 1.71
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-81
II-H Partnership
----------------
2003
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $371,375 $374,157 $300,141 $320,749
Gross Profit (1) 285,184 301,004 246,821 238,058
Net Income 230,253 252,471 197,686 199,462
Limited Partners'
Net Income
Per Unit 2.24 2.47 1.92 1.94
2002
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- -----------
Total Revenues $208,773 $239,133 $265,143 $266,994
Gross Profit (1) 136,605 191,298 210,700 224,136
Net Income 69,326 139,032 160,567 167,785
Limited Partners'
Net Income
Per Unit .65 1.35 1.55 1.62
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-82
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.
4.7 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed
F-83
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.8 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.9 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.10 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-A.
4.11 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.12 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.13 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.15 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form
10-K405 for period ended December
F-84
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
*4.16 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B.
4.17 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.18 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.19 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.20 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-B.
4.21 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.22 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.23 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
F-85
4.24 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.25 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.26 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C.
4.27 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.28 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.29 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.30 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-C.
4.31 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.32 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D,
F-86
filed as Exhibit 4.26 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.33 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.34 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.35 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D.
4.37 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.38 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.40 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership II-D.
F-87
4.41 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.42 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.43 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.44 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.45 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.46 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.47 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E.
4.48 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
F-88
4.49 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.50 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.51 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 21, 2003, for the Geodyne Energy Income
Limited Partnership III-E.
4.52 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.53 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.54 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.55 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.56 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
F-89
4.57 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.58 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.59 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F.
4.60 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.61 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
*4.62 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-F.
4.63 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.64 Certificate of Limited Partnership dated April 10, 1989, for the
Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.65 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended
F-90
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.68 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.69 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.70 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
*4.73 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-G.
F-91
4.74 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.75 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.76 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.77 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.78 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
*4.81 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H.
F-92
4.82 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.83 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
*4.84 Fourth Amendment to Certificate of Limited Partnership dated November
21, 2003, for the Geodyne Energy Income Limited Partnership II-H.
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.
10.6 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.7 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B,
F-93
filed as Exhibit 10.6 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.8 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.10 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-B.
10.11 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.12 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.13 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.14 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.15 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-C.
10.16 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
F-94
10.17 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.18 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.19 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.20 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-D.
10.21 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.22 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.23 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.24 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.25 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-E.
10.26 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended
F-95
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.27 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.28 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.29 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.30 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-F.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-G.
F-96
10.36 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.37 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.38 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.39 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
*10.40 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-H.
*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.
F-97
*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.
F-98
*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.
F-99
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-100