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:
I-D: 0-15831 I-E: 0-15832 I-F: 0-15833
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
---------------------------------------------
(Exact name of Registrant as specified in its Articles)
I-D 73-1265223
I-E 73-1270110
Oklahoma I-F 73-1292669
- --------------------------------- ----------------------
(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 in Geodyne Energy Income Limited Partnerships
I-D through I-F
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
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) 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.
-----
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Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The Registrants are limited partnerships and there is no public market for
trading in the partnership interests.
DOCUMENTS INCORPORATED BY REFERENCE: None
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FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES.................................................9
ITEM 3. LEGAL PROCEEDINGS.........................................19
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......20
PART II.....................................................................20
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......20
ITEM 6. SELECTED FINANCIAL DATA...................................23
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................27
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................42
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............42
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................42
ITEM 9A. CONTROLS AND PROCEDURES...................................42
PART III....................................................................43
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...43
ITEM 11. EXECUTIVE COMPENSATION....................................44
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................49
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............50
PART IV.....................................................................51
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................51
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K.......................................52
SIGNATURES..................................................................62
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership I-D (the "I-D Partnership"),
Geodyne Energy Income Limited Partnership I-E (the "I-E Partnership"), and
Geodyne Energy Income Limited Partnership I-F (the "I-F Partnership")
(collectively, the "Partnerships") are limited partnerships formed under the
Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed
of public investors as limited partners (the "Limited Partners") and Geodyne
Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner. The
Partnerships commenced operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
I-D March 4, 1986
I-E September 10, 1986
I-F December 16, 1986
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' production operations. Geodyne serves as managing partner of such
general partnerships. Unless the context indicates otherwise, all references to
any single Partnership or all of the Partnerships in this Annual Report on Form
10-K ("Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the Partnerships, and as the managing partner
of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships, including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment Company. Samson Investment Company and its
various corporate subsidiaries, including the General Partner (collectively
"Samson"), are primarily engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation of
producing properties. At December 31, 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.
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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, 1999. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of the Partnerships for
the third two-year extension period 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 each Partnership to incur
borrowings, operations and expenses are currently funded out of each
Partnership's revenues from oil and gas sales. The General Partner may, but is
not required to, advance funds to a Partnership for the same purposes for which
Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods,
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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.
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:
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Partnership Customer Percentage
----------- -------- ----------
I-D Chevron U.S.A., Inc. ("Chevron") 26.1%
Duke Energy Field Services, Inc.
("Duke") 20.4%
Enogex Services Corporation 12.9%
Sid Richardson Carbon & Gas
("Richardson") 11.2%
Cinergy Marketing Company
("Cinergy") 10.5%
I-E Chevron 23.2%
Duke 11.4%
BP America Production
Company ("BP") 11.2%
Cinergy 10.9%
Richardson 10.8%
I-F Cinergy 16.9%
Duke 13.8%
BP 12.5%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by the Partnerships' pipeline
transporters, the Partnerships may encounter difficulty in marketing their gas
and in maintaining historic sales levels. Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes that
alternatives would be available whereby the Partnerships would be able to
continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to
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the extent that certain regulations limit oil and gas production to below
economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. In particular, many types of pollution
and contamination can exist, undiscovered, for long periods of time and can
result in substantial environmental liabilities which are not insured. The
occurrence of an event which is not fully covered by insurance could have a
material adverse effect on the Partnerships' financial condition and results of
operations.
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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
P/ship Number of Gross Wells(2) Number of Net Wells(3)
- ------ ----------------------- ------------------------
Total Oil Gas Total Oil Gas
----- ----- ----- ----- ----- -----
I-D 534 417 117 3.42 .70 2.72
I-E 823 656 167 30.42 13.66 16.76
I-F 819 656 163 13.53 5.59 7.94
- ----------
(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.
Drilling Activities
During the year ended December 31, 2003, the Partnerships directly or
indirectly participated in the drilling activities described below:
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I-D Partnership
- ---------------
Working Revenue
Well Name County St. Interest Interest Type Status
- --------------- --------- --- -------- -------- ---- ---------
Inlow #2-11 Caddo OK 0.0000 0.0015 Gas Producing
Turley #2-1 Grady OK 0.0000 0.0007 Gas Producing
David #4-13 Washita OK 0.0000 0.0003 Gas Producing
David #5-13 Washita OK 0.0000 0.0003 Gas Producing
Lewis #4-8 Pittsburg OK 0.0000 0.0034 Gas Producing
Jo-Mill Unit
(24 new wells) Borden TX 0.0014 0.0012 Oil Producing
Katie #3-11 Washita OK 0.0000 0.0013 Gas Shut-in
Hamburger #1-13 Washita OK 0.0000 0.0002 N/A Well in
progress
Pooler #1-22 Grady OK 0.0000 0.0010 N/A Well in
progress
Lott, Andrew #1 Hancock MS 0.0020 0.0017 N/A Dryhole
I-E Partnership
- ---------------
Working Revenue
Well Name County St. Interest Interest Type Status
- --------------- --------- --- -------- -------- ---- ---------
Inlow #2-11 Caddo OK 0.0000 0.0096 Gas Producing
Turley #2-1 Grady OK 0.0000 0.0024 Gas Producing
David #4-13 Washita OK 0.0000 0.0008 Gas Producing
David #5-13 Washita OK 0.0000 0.0008 Gas Producing
Emma #3-10 Caddo OK 0.0000 0.0030 Gas Producing
Ima Shaw #1-2 Ellis OK 0.0020 0.0017 Gas Producing
Lewis #4-8 Pittsburg OK 0.0000 0.0108 Gas Producing
Jo-Mill Unit
(24 new wells) Borden TX 0.0060 0.0053 Oil Producing
Somers #1-3
(Sycamore) Garvin OK 0.0000 0.0016 Gas Producing
Somers #1-3
(Hunton) Garvin OK 0.0000 0.0013 Gas Producing
Katie #3-11 Washita OK 0.0000 0.0040 Gas Shut-in
Hamburger #1-13 Washita OK 0.0000 0.0007 N/A Well in
progress
Pooler #1-22 Grady OK 0.0000 0.0031 N/A Well in
progress
Lott, Andrew #1 Hancock MS 0.0063 0.0055 N/A Dryhole
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I-F Partnership
- ---------------
Working Revenue
Well Name County St. Interest Interest Type Status
- --------------- --------- --- -------- -------- ---- ---------
Inlow #2-11 Caddo OK 0.0000 0.0045 Gas Producing
Turley #2-1 Grady OK 0.0000 0.0008 Gas Producing
David #4-13 Washita OK 0.0000 0.0003 Gas Producing
David #5-13 Washita OK 0.0000 0.0003 Gas Producing
Emma #3-10 Caddo OK 0.0000 0.0017 Gas Producing
Ima Shaw #1-2 Ellis OK 0.0012 0.0010 Gas Producing
Mullins A #1-13 Dewey OK 0.0000 0.0030 Oil Producing
Lewis #4-8 Pittsburg OK 0.0000 0.0037 Gas Producing
Jo-Mill Unit
(24 new wells) Borden TX 0.0028 0.0025 Oil Producing
Somers #1-3
(Sycamore) Garvin OK 0.0000 0.0011 Gas Producing
Somers #1-3
(Hunton) Garvin OK 0.0000 0.0009 Gas Producing
Katie #3-11 Washita OK 0.0000 0.0014 Gas Shut-in
Hamburger #1-13 Washita OK 0.0000 0.0002 N/A Well in
progress
Pooler #1-22 Grady OK 0.0000 0.0011 N/A Well in
progress
Lott, Andrew #1 Hancock MS 0.0022 0.0019 N/A Dryhole
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the following tables, direct operating expenses include
lease operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
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Net Production Data
I-D Partnership
---------------
Year Ended December 31,
---------------------------------------
2003 2002 2001
---------- -------- --------
Production:
Oil (Bbls) 3,764 3,662 3,301
Gas (Mcf) 180,252 232,115 231,126
Oil and gas sales:
Oil $ 108,662 $ 90,794 $ 84,449
Gas 899,167 631,013 896,064
--------- ------- -------
Total $1,007,829 $721,807 $980,513
========= ======= =======
Total direct operating
expenses $ 184,641 $193,298 $231,374
========= ======= =======
Direct operating expenses
as a percentage of oil
and gas sales 18.3% 26.8% 23.6%
Average sales price:
Per barrel of oil $28.87 $24.79 $25.58
Per Mcf of gas 4.99 2.72 3.88
Direct operating expenses
per equivalent Bbl of
oil $5.46 $4.56 $5.53
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Net Production Data
I-E Partnership
---------------
Year Ended December 31,
--------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 53,377 47,779 42,531
Gas (Mcf) 981,953 1,236,432 1,256,766
Oil and gas sales:
Oil $1,471,470 $1,089,419 $1,022,419
Gas 4,805,295 3,350,510 4,964,355
--------- --------- ---------
Total $6,276,765 $4,439,929 $5,986,774
========= ========= =========
Total direct operating
expenses $1,410,871 $1,374,975 $1,807,303
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.5% 31.0% 30.2%
Average sales price:
Per barrel of oil $27.57 $22.80 $24.04
Per Mcf of gas 4.89 2.71 3.95
Direct operating expenses
per equivalent Bbl of
oil $6.50 $5.42 $7.17
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Net Production Data
I-F Partnership
---------------
Year Ended December 31,
------------------------------------------
2003 2002 2001
---------- ---------- ----------
Production:
Oil (Bbls) 23,950 22,670 20,545
Gas (Mcf) 256,653 302,990 272,161
Oil and gas sales:
Oil $ 665,464 $ 509,350 $ 498,704
Gas 1,303,202 856,855 1,095,887
--------- --------- ---------
Total $1,968,666 $1,366,205 $1,594,591
========= ========= =========
Total direct operating
expenses $ 541,712 $ 526,428 $ 802,980
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.5% 38.5% 50.4%
Average sales price:
Per barrel of oil $27.79 $22.47 $24.27
Per Mcf of gas 5.08 2.83 4.03
Direct operating expenses
per equivalent Bbl of
oil $8.12 $7.19 $12.18
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.
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Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Partnerships' proved reserves was calculated on the
basis of current costs and prices at December 31, 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.
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Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2003(1)
I-D Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,618,197
Oil and liquids (Bbls) 60,374
Net present value (discounted at 10% per annum) $ 4,506,015
I-E Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 8,460,984
Oil and liquids (Bbls) 421,996
Net present value (discounted at 10% per annum) $24,355,021
I-F Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,585,274
Oil and liquids (Bbls) 197,264
Net present value (discounted at 10% per annum) $ 7,501,060
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes
and net present values to differ from the reserve reports prepared by the
General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each
Partnership's total wells which are operated by affiliates of the Partnerships
as of December 31, 2003:
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Operated Wells
---------------------------------------------
Partnership Number Percent
----------- ------ -------
I-D 26 4%
I-E 40 4%
I-F 40 4%
The following table sets forth certain well and reserves information as of
December 31, 2003 for the basins in which the Partnerships own a significant
amount of properties. The table contains the following information for each
significant basin: (i) the number of gross and net wells, (ii) the number of
wells in which only a non-working interest is owned, (iii) the Partnership's
total number of wells, (iv) the number and percentage of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii) the present value (discounted at 10% per annum)
of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas Panhandle.
The Permian Basin straddles west Texas and southeast New Mexico.
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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
- ---------------- ----- ----- ------ ------ ------ ---- -------- --------- -----------
I-D Partnership:
Anadarko 74 1.89 51 125 22 18% 8,295 874,549 $ 2,210,188
Permian 424 .69 4 428 - - 49,194 515,345 1,754,097
I-E Partnership:
Permian 435 4.23 4 439 8 2% 239,525 3,106,750 $10,155,902
Anadarko 92 10.28 58 150 28 19% 42,830 4,047,280 10,124,968
I-F Partnership:
Anadarko 92 4.72 59 151 28 19% 18,953 1,781,217 $ 4,445,541
Permian 425 1.94 - 425 8 2% 117,083 162,823 1,105,517
- ---------------------
(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.
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Following is a description of those oil and gas properties whose revisions
in the estimated proved reserves (based on equivalent barrels of oil) as of
December 31, 2003, as compared to December 31, 2002, were significant to the
Partnerships.
The I-D and I-E Partnerships' estimated proved reserves increased
approximately 25,000 and 147,000 barrels of oil equivalent, respectively, in the
Sibley-State GU 2 #1 well located in Pecos County, Texas from December 31, 2002
to December 31, 2003. These increases were primarily due to revised forecasts in
reserves based on actual production experience.
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 I-E
Partnership, the I-F Partnership, and a related partnership (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
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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 I-E Partnership and I-F Partnership have
approximately 50% and 35%, respectively, of the liability with respect to the
trial court judgment rendered in the matter.
On April 23, 2002 the Prior Owners entered into a settlement agreement
with Xplor thereby settling for $165,000 the judgment in favor of Xplor. On
January 23, 2003 the Court of Appeals ruled against Newton on all issues except
the one claim resulting in the $300 liability to the Prior Owners, and remanded
the case to the trial court to determine and award to Newton any portion of the
alleged attorneys' fees awarded to them that is attributable solely to the $300
award against the Prior Owners. The Prior Owners requested the Texas Supreme
Court to reverse this decision as to the $300 claim and its related attorneys'
fees. The Texas Supreme Court initially declined to consider this request, but
the Prior Owners have asked the court to reconsider this decision.
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
Number of Limited
Partnership Units Partners
----------- --------- ---------
I-D 7,195 619
I-E 41,839 2,219
I-F 14,321 721
Units were initially sold for a price of $1,000. The Units are not traded
on any exchange and there is no public trading market for them. The General
Partner is aware of certain transfers of Units between unrelated parties, some
of which are
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facilitated by secondary trading firms and matching services. In addition, as
further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purpose of
this Annual Report, a Unit represents an initial subscription of $1,000 to a
Partnership.
Repurchase Offer Prices
-----------------------
2002 2003 2004
-------------------------- -------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $195 $185 $187 $174 $160 $153 $263 $243 $222
I-E 174 170 166 154 141 131 237 217 197
I-F 188 188 180 171 162 151 230 217 200
The Partnership Agreements also provide for a right of presentment ("Right
of Presentment") whereby the General Partner is required, upon request, to
purchase up to 10% of a Partnership's outstanding Units at a price calculated
pursuant to the terms of the Partnership Agreements and based on the liquidation
value of the limited partnership interest, with a reduction for 70% of cash
distributions that have been received prior to the transfer of the partnership
interest. The following table sets forth the Right of Presentment price per Unit
as of the periods indicated.
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Right of Presentment Prices
---------------------------
2002 2003 2004
-------------------------- -------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $219 $211 $187 $178 $169 $163 $260 $246 $231
I-E 198 195 166 157 148 141 238 224 209
I-F 202 202 173 167 161 153 229 219 208
In addition to the repurchase offer and Right of Presentment described
above, some of the Partnerships have been subject to "4.9% tender offers" from
several third parties. The General Partner does not know the terms of these
offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2002 and 2003 and the first quarter of 2004:
Cash Distributions
------------------
2002
-----------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------
I-D $17.37 $10.56 $ 9.03 $13.34
I-E 15.87 4.59 9.39 11.81
I-F 4.54 - 3.98 8.94
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2003 2004
----------------------------------------- ------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------ ------
I-D $13.07 $ 7.64 $23.21 $20.43 $21.27
I-E 13.89 9.13 28.30 20.10 20.36
I-F 9.15 10.82 20.11 13.76 16.06
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."
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Selected Financial Data
I-D Partnership
---------------
2003 2002 2001 2000 1999
------------ ---------- ---------- ------------ ----------
Oil and Gas Sales $1,007,829 $721,807 $980,513 $1,277,648 $771,318
Net Income:
Limited Partners 540,277 327,473 537,720 770,633 365,028
General Partner 106,891 63,388 104,007 144,360 77,422
Total 647,168 390,861 641,727 914,993 442,450
Limited Partners' Net
Income per Unit 75.09 45.51 74.74 107.11 50.73
Limited Partners' Cash
Distributions per
Unit 64.35 50.30 111.05 91.32 62.54
Total Assets 863,990 764,909 768,994 1,064,341 922,668
Partners' Capital
(Deficit):
Limited Partners 769,738 692,461 726,988 988,268 874,635
General Partner ( 23,613) ( 22,566) ( 32,551) ( 11,358) ( 31,152)
Number of Units
Outstanding 7,195 7,195 7,195 7,195 7,195
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Selected Financial Data
I-E Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $6,276,765 $4,439,929 $5,986,774 $6,819,350 $4,161,530
Net Income:
Limited Partners 3,249,876 1,938,357 2,402,419 3,762,340 2,061,313
General Partner 651,413 381,049 566,576 737,129 468,089
Total 3,901,289 2,319,406 2,968,995 4,499,469 2,529,402
Limited Partners' Net
Income per Unit 77.68 46.33 57.42 89.92 49.27
Limited Partners' Cash
Distributions per
Unit 71.42 41.66 111.02 77.96 41.71
Total Assets 5,002,936 4,485,466 4,235,904 6,445,895 5,859,238
Partners' Capital
(Deficit):
Limited Partners 4,212,277 3,950,401 3,755,044 5,997,625 5,497,285
General Partner ( 99,284) ( 92,930) ( 183,708) ( 25,660) ( 106,782)
Number of Units
Outstanding 41,839 41,839 41,839 41,839 41,839
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Selected Financial Data
I-F Partnership
---------------
2003 2002 2001 2000 1999
------------ ------------ ------------ ---------- ------------
Oil and Gas Sales $1,968,666 $1,366,205 $1,594,591 $2,022,926 $1,292,077
Net Income:
Limited Partners 986,150 489,409 279,459 1,035,200 771,304
General Partner 187,031 97,261 96,425 205,081 171,987
Total 1,173,181 586,670 375,884 1,240,281 943,291
Limited Partners' Net
Income per Unit 68.86 34.17 19.51 72.29 53.86
Limited Partners' Cash
Distributions per
Unit 53.84 17.46 86.02 58.80 27.58
Total Assets 1,935,927 1,587,402 1,391,116 2,261,944 1,990,904
Partners' Capital
(Deficit):
Limited Partners 1,470,411 1,255,261 1,015,852 1,968,393 1,775,193
General Partner ( 13,564) ( 15,418) ( 49,082) 7,531 ( 9,232)
Number of Units
Outstanding 14,321 14,321 14,321 14,321 14,321
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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:
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* 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.
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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.
I-D Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $286,022 (39.6%) in 2003 as compared to
2002. Of this increase, approximately $409,000 was related to an increase in the
average price of gas sold, which increase was partially offset by a decrease of
approximately $141,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 102 barrels, while volumes of gas sold decreased 51,863 Mcf,
respectively, in 2003 as compared to 2002. The decrease in volumes of gas sold
was primarily due to (i) normal declines in production, (ii) a positive prior
period volume adjustment on one significant well during 2002, and (iii) a
positive prior period gas balancing adjustment on another significant well
during 2002. Average oil and gas prices increased to $28.87 per barrel and $4.99
per Mcf, respectively, in 2003 from $24.79 per barrel and $2.72 per Mcf,
respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $8,657 (4.5%) in 2003 as compared to 2002. This
decrease was primarily due to a decrease in lease operating expenses associated
with the decrease in volumes of gas sold, 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 18.3%
in 2003 from 26.8% 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 $37,108 (104.6%) in 2003 as compared to 2002. This increase was
primarily due to one significant well being fully depleted in 2003 due to the
lack of remaining economically recoverable reserves, which increase was
partially offset by upward revisions in the estimates of remaining oil and
-29-
gas reserves at December 31, 2003. As a percentage of oil and gas sales, this
expense increased to 7.2% in 2003 from 4.9% in 2002. This percentage increase
was primarily due to the dollar increase in depreciation, depletion, and
amortization of oil and gas properties.
General and administrative expenses increased $2,262 (2.2%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.5% in 2003 from 14.3% 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 $16,739,175 or 232.66% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $258,706 (26.4%) in 2002 as compared to
2001. Of this decrease, approximately $269,000 was related to a decrease in the
average price of gas sold. Volumes of oil and gas sold increased 361 barrels and
989 Mcf, respectively, in 2002 as compared to 2001. The increase in volumes of
oil sold was primarily due to the successful completion of several new wells
within the same unit during 2002, which increase was partially offset by normal
declines in production. The increase in volumes of gas sold was primarily due to
(i) a positive prior period volume adjustment on one significant well during
2002 and (ii) a positive prior period gas balancing adjustment on another
significant well during 2002. These increases were substantially offset by
normal declines in production. Average oil and gas prices decreased to $24.79
per barrel and $2.72 per Mcf, respectively, in 2002 from $25.58 per barrel and
$3.88 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $38,076 (16.5%) in 2002 as compared to 2001. This
decrease was primarily due to (i) workover expenses incurred on two significant
wells during 2001 and (ii) a decrease in production taxes associated with the
decrease in oil and gas sales. As a percentage of oil and gas sales, these
expenses increased to 26.8% in 2002 from 23.6% 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
decreased $30,757 (46.4%) in 2002 as compared to 2001. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2002, (ii) one significant well being fully depleted in
2001 due to the lack of remaining economically recoverable reserves, and (iii)
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the sale of one significant well during late 2001. As a percentage of oil and
gas sales, this expense decreased to 4.9% in 2002 from 6.8% in 2001. This
percentage decrease was primarily due to the dollar decrease in depreciation,
depletion, and amortization.
General and administrative expenses increased $1,637 (1.6%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 14.3% in 2002 from 10.4% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
I-E Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $1,836,836 (41.4%) in 2003 as compared
to 2002. Of this increase, approximately $254,000 and $2,144,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by a decrease of approximately $690,000 related
to a decrease in volumes of gas sold. Volumes of oil sold increased 5,598
barrels, while volumes of gas sold decreased 254,479 Mcf, respectively, in 2003
as compared to 2002. The increase in volumes of oil sold was primarily due to
(i) an increase in production during 2003 on one significant well due to the
successful recompletion of that well in mid 2002 and (ii) a positive prior
period volume adjustment made by the purchaser on another significant well in
2003. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production, (ii) a positive prior period volume adjustment on one
significant well in 2002, and (iii) a positive prior period gas balancing
adjustment on another significant well in 2002. Average oil and gas prices
increased to $27.57 per barrel and $4.89 per Mcf, respectively, in 2003 from
$22.80 per barrel and $2.71 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $35,896 (2.6%) 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) a partial reversal in 2002 of
approximately $75,000 (due to a partial post-judgment settlement) of a charge
previously accrued for this judgment, and (iii) workover expenses incurred on
one significant well during 2003. These increases were partially offset by (i) a
decrease in lease operating expenses associated with the decrease in volumes of
gas sold and (ii) workover expenses incurred on one significant well during
2002. As a percentage of oil and gas sales, these expenses
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decreased to 22.5% 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 $240,889 (98.1%) in 2003 as compared to 2002. This increase was
primarily due to one significant well being fully depleted in 2003 due to the
lack of remaining economically recoverable reserves, which increase was
partially offset by 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 7.7% in 2003 from 5.5% in 2002. This percentage increase
was primarily due to the dollar increase in depreciation, depletion, and
amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to 8.2%
in 2003 from 11.4% 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 $68,051,552 or 162.65% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $1,546,845 (25.8%) in 2002 as compared
to 2001. Of this decrease, approximately $1,534,000 was related to a decrease in
the average price of gas sold. Volumes of oil sold increased 5,248 barrels,
while volumes of gas sold decreased 20,334 Mcf in 2002 as compared to 2001. The
increase in volumes of oil sold was primarily due to (i) the successful
completion of several new wells within the same unit during 2002, (ii) a
positive prior period volume adjustment made by the purchaser on one significant
well during 2002, and (iii) an increase in production on another significant
well following successful repairs made during early 2001. The decrease in
volumes of gas sold was primarily due to (i) normal declines in production and
(ii) the I-E Partnership receiving a reduced percentage of sales on one
significant well during 2002 due to gas balancing. Management expects the gas
balancing adjustment to continue for the foreseeable future. These decreases
were partially offset by (i) a positive prior period volume adjustment on one
significant well during 2002, (ii) negative prior period gas balancing
adjustments on two significant wells during 2001, and (iii) a positive prior
period gas balancing adjustment on another significant well during 2002. Average
oil and gas prices decreased to $22.80 per barrel and $2.71 per Mcf,
respectively,
-32-
for 2002 from $24.04 per barrel and $3.95 per Mcf, respectively, for 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $432,328 (23.9%) 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) a partial reversal during 2002 of
approximately $75,000 (due to a partial post-judgment settlement) of a charge
previously accrued for a judgment, and (iii) workover expenses incurred on two
significant wells during 2001. These decreases were partially offset by (i)
workover expenses incurred on one significant well during 2002 and (ii) an
increase in workover expenses incurred during 2002 as compared to 2001, which
increase was primarily due to workovers performed on two wells within the same
unit during 2002. As a percentage of oil and gas sales, these expenses increased
to 31.0% in 2002 from 30.2% in 2001.
Depreciation, depletion, and amortization of oil and gas properties
decreased $674,638 (73.3%) in 2002 as compared to 2001. This decrease was
primarily due to (i) several 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 5.5% in 2002 from
15.4% in 2001. This percentage decrease was primarily due to the dollar decrease
in depreciation, depletion, and amortization.
General and administrative expenses increased $5,783 (1.2%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 11.4% in 2002 from 8.4% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
I-F Partnership
---------------
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $602,461 (44.1%) in 2003 as compared to
2002. Of this increase, approximately $127,000 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 $131,000 related to a
decrease in volumes of gas sold. Volumes of oil sold increased 1,280 barrels,
while volumes of gas sold decreased 46,337 Mcf, respectively, in 2003 as
compared to 2002. The decrease in volumes of gas sold was primarily due to (i)
normal
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declines in production, (ii) a positive prior period gas balancing adjustment on
one significant well in 2002, and (iii) a negative prior period volume
adjustment made by the purchaser on another significant well in 2003. Average
oil and gas prices increased to $27.79 per barrel and $5.08 per Mcf,
respectively, in 2003 from $22.47 per barrel and $2.83 per Mcf, respectively, in
2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $15,284 (2.9%) in 2003 as compared to 2002. This
increase was primarily due to (i) a partial reversal in 2002 of approximately
$52,000 (due to a partial post-judgment settlement) of a charge previously
accrued for this judgment and (ii) an increase in production taxes associated
with the increase in oil and gas sales. These increases were partially offset by
a decrease in lease operating expenses associated with the decrease in volumes
of gas sold. As a percentage of oil and gas sales, these expenses decreased to
27.5% in 2003 from 38.5% 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 $13,000 (19.0%) in 2003 as compared to 2002. This increase was
primarily due to an increase in depletable oil and gas properties primarily due
to recompletion activities on one significant well during 2003. As a percentage
of oil and gas sales, this expense decreased to 4.1% in 2003 from 5.0% in 2002.
This percentage decrease was primarily due to the increases in average prices of
oil and gas sold.
General and administrative expenses increased $2,587 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 9.6% in 2003 from 13.7% 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 $21,476,664 or 149.97% of Limited Partners' capital contributions.
Year Ended December 31, 2002 Compared
to Year Ended December 31, 2001
-------------------------------------
Total oil and gas sales decreased $228,386 (14.3%) in 2002 as compared to
2001. Of this decrease, approximately $41,000 and $363,000, respectively, were
related to decreases in the average prices of oil and gas sold. These decreases
were partially offset by increases of approximately $52,000 and $124,000,
respectively, related to increases in volumes of oil and gas sold. Volumes of
oil and gas sold increased 2,125 barrels and 30,829 Mcf, respectively, in 2002
as compared to 2001. The
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increase in volumes of oil sold was primarily due to (i) the successful
completion of several new wells within the same unit during 2002, (ii) a
positive prior period volume adjustment made by the purchaser on one significant
well during 2002, and (iii) an increase in production on another significant
well following successful repairs made during early 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, (ii) a positive prior
period gas balancing adjustment on another significant well during 2002, and
(iii) an increase in production on two significant wells following successful
repairs made during early 2001. Average oil and gas prices decreased to $22.47
per barrel and $2.83 per Mcf, respectively, in 2002 from $24.27 per barrel and
$4.03 per Mcf, respectively, in 2001.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $276,552 (34.4%) in 2002 as compared to 2001. This
decrease was primarily due to (i) a partial reversal during 2002 of
approximately $52,000 (due to a partial post-judgment settlement) of a charge
previously accrued for a judgment, (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 38.5% in 2002 from 50.4% 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 $268,351 (79.7%) 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 5.0% in
2002 from 21.1% in 2001. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $2,514 (1.4%) in 2002 as
compared to 2001. As a percentage of oil and gas sales, these expenses increased
to 13.7% in 2002 from 11.6% in 2001. This percentage increase was primarily due
to the decrease in oil and gas sales.
Average Sales Prices, Production Volumes and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per barrel of oil equivalent (one barrel of oil
or six Mcf of gas) for 2003, 2002, and 2001.
-35-
2003 Compared to 2002
---------------------
Average Sales Prices
- ---------------------------------------------------------------------------
P/ship 2003 2002 % Change
- ------ ------------------ ------------------ --------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
I-D $28.87 $4.99 $24.79 $2.72 16% 83%
I-E 27.57 4.89 22.80 2.71 21% 80%
I-F 27.79 5.08 22.47 2.83 24% 80%
Production Volumes
- ---------------------------------------------------------------------------
P/ship 2003 2002 % Change
- -------- -------------------- --------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ --------- ------ --------- ------ -----
I-D 3,764 180,252 3,662 232,115 3% (22%)
I-E 53,377 981,953 47,779 1,236,432 12% (21%)
I-F 23,950 256,653 22,670 302,990 6% (15%)
Average Production Costs per
Barrel of Oil Equivalent
--------------------------------------
P/ship 2003 2002 % Change
------ ----- ----- --------
I-D $5.46 $4.56 20%
I-E 6.50 5.42 20%
I-F 8.12 7.19 13%
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2002 Compared to 2001
---------------------
Average Sales Prices
- ---------------------------------------------------------------------------
P/ship 2002 2001 % Change
- ------ ------------------ ------------------ --------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
I-D $24.79 $2.72 $25.58 $3.88 (3%) (30%)
I-E 22.80 2.71 24.04 3.95 (5%) (31%)
I-F 22.47 2.83 24.27 4.03 (7%) (30%)
Production Volumes
- ---------------------------------------------------------------------------
P/ship 2002 2001 % Change
- -------- -------------------- --------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ --------- ------ --------- ------ -----
I-D 3,662 232.115 3,301 231,126 11% -
I-E 47,779 1,236,432 42,531 1,256,766 12% ( 2%)
I-F 22,670 302,990 20,545 272,161 10% 11%
Average Production Costs per
Barrel of Oil Equivalent
--------------------------------------
P/ship 2002 2001 % Change
------ ----- ------ --------
I-D $4.56 $ 5.53 (18%)
I-E 5.42 7.17 (24%)
I-F 7.19 12.18 (41%)
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
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
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future years, the Partnerships' proved reserve quantities at December 31, 2003
would have the following remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
I-D 9.0 16.0
I-E 8.6 7.9
I-F 10.0 8.2
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. Any increase or decrease in the oil and gas prices at December 31,
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 for any of the Partnerships in the
future. The Partnerships have no debt commitments. Cash for operational purposes
will be provided by current oil and gas production. During 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 developmental activities, primarily well recompletion and
developmental drilling:
Partnership 2003 2002 2001
----------- -------- -------- -------
I-D $ 39,589 $ 18,908 $13,561
I-E 201,567 169,433 79,497
I-F 92,849 68,426 26,127
While these expenditures may reduce or eliminate cash available for a particular
quarterly cash distribution, the General Partner believes that these activities
are necessary for the prudent operation of the properties and maximization of
their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2003, 2002,
and 2001. The sale of the Partnerships' properties was made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of any such properties were included
in the calculation of the Partnerships' cash distributions for the quarter
immediately following the Partnerships' receipt of the proceeds. The amount of
such proceeds from the sale of oil and gas properties during 2003, 2002, and
2001, were as follows:
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Partnership 2003 2002 2001
----------- ------- -------- -------
I-D $ 101 $ 50,469 $ 5,189
I-E 27,972 165,692 22,262
I-F 20,097 57,889 42,331
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not 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.
Pursuant to the terms of the Partnership Agreements, the Partnerships
would have terminated on December 31, 1999. However, the Partnership Agreements
provide that the General Partner may extend the term of each Partnership for up
to five periods of two years each. The General Partner has extended the terms of
the Partnerships for the third two-year extension period 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
required to be disclosed under this heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in
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connection with the further development of oil and gas reserves. Property
acquisition costs include costs incurred by the Partnerships or the General
Partner to acquire producing properties, including related title insurance or
examination costs, commissions, engineering, legal and accounting fees, and
similar costs directly related to the acquisitions, plus an allocated portion of
the General Partners' property screening costs. The acquisition cost to the
Partnership of properties acquired by the General Partner is adjusted to reflect
the net cash results of operations, including interest incurred to finance the
acquisition, for the period of time the properties are held by the General
Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' calculation of depreciation, depletion, and amortization includes
estimated dismantlement and abandonment costs, net of estimated salvage values.
When complete units of depreciable property are retired or sold, the asset cost
and related accumulated depreciation are eliminated with any gain or loss
reflected in income. When less than complete units of depreciable property are
retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties for each oil and gas field (rather than
separately for each well). If the unamortized costs of oil and gas properties
within a field exceed the expected undiscounted future cash flows from such
properties, the cost of the properties is written down to fair value, which is
determined by using the discounted future cash flows from the properties. The
risk that the Partnerships will be required to record impairment provisions in
the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection with the Partnerships' underproduced gas imbalance positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rate used in calculating the Deferred Charge and
Accrued Liability is the annual average production costs per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil and gas industry. Sales of gas applicable to the
Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas
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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. 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.
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 in Increase (Decrease)
Capitalized in Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ ----------------- ----------
I-D $ 30,000 $1,000 $ 29,000
I-E 278,000 4,000 274,000
I-F 119,000 ( 300) 119,000
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.
-41-
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 I-D, I-E and I-F Partnerships recognized approximately
$2,000, $10,000 and $5,000, 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.
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,
-42-
summarized, and reported accurately and within the time periods specified in the
Securities and Exchange Commission rules and forms.
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 Geodyne
---------------- --- --------------------------------
Dennis R. Neill 52 President and Director
Judy K. Fox 53 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the knowledge of the Partnerships and the General Partner, there were
no officers, directors, or ten percent owners who were
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delinquent filers during 2002 of reports required under Section 16 of the
Securities Exchange Act of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations, serving
on the General Partner's board of directors.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of
its executive officers, including those persons who perform the functions of
principal executive officer, principal financial officer, and principal
accounting officer. The Partnerships will provide, free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request mailed to
Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West 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 for 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 amount charged to the
Partnerships have not fluctuated every year due to expense limitations imposed
by the Partnership Agreements.
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Partnership 2003 2002 2001
----------- -------- -------- --------
I-D $ 79,944 $ 79,944 $ 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2003, 2002, and 2001:
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Salary Reimbursement
I-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 $44,385 - - - - - -
2002 $42,690 - - - - - -
2003 $43,391 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-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 I-D Partnership and no individual's salary or other
compensation reimbursement from the I-D Partnership equals or exceeds
$100,000 per annum.
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Salary Reimbursement
I-E Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $258,101 - - - - - -
2002 $248,246 - - - - - -
2003 $252,323 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-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 I-E Partnership and no individual's salary or other
compensation reimbursement from the I-E Partnership equals or exceeds
$100,000 per annum.
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Salary Reimbursement
I-F Partnership
---------------
Three Years Ended December 31, 2003
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2001 - - - - - - -
2002 - - - - - - -
2003 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2001 $88,343 - - - - - -
2002 $84,970 - - - - - -
2003 $86,366 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-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 I-F Partnership and no individual's salary or other
compensation reimbursement from the I-F Partnership equals or exceeds
$100,000 per annum.
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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)
- ------------------------------------ ------------------
I-D Partnership:
- ---------------
Samson Resources Company 1,929 (26.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 1,929 (26.8%)
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I-E Partnership:
- ---------------
Samson Resources Company 11,233 (26.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 11,233 (26.9%)
I-F Partnership:
- ---------------
Samson Resources Company 4,447 (31.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 4,447 (31.1%)
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
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time and personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
PART IV.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2003 and 2002, each Partnership paid 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.
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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 related
partnerships managed by the General Partner and from other entities affiliated
with the General Partner. This compensation is for audit services, tax related
services, and other accounting-related services. The General Partner does not
believe this arrangement creates a conflict of interest or impairs the auditors'
independence.
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 I-D
Geodyne Energy Income Limited Partnership I-E
Geodyne Energy Income Limited Partnership I-F
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
-52-
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income Limited
Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-D dated
March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed
-53-
with the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report
on Form 10-K405 for period ended December 31, 2001, filed with the
SEC on February 28, 2002 and is hereby incorporated by reference.
*4.8 Sixth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Production Partnership I-D.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D dated
November 18, 2003.
4.13 Amended and Restated Agreement and Certificate of Limited
Partnership dated September 10, 1986 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.14 Amended and Restated Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-E dated March 9, 1989 filed as
Exhibit 4.12 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed
-54-
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
4.15 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.16 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.17 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.18 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.19 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.17 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
*4.20 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-E filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
-55-
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.19 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
*4.24 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003 for Geodyne Energy Income
Limited Partnership I-E.
4.25 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.26 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-F dated
March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.27 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.28 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
-56-
4.29 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.30 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.31 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001, for the Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
*4.32 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003, for the Geodyne Energy
Income Limited Partnership I-E.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-F filed as Exhibit 4.28 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
-57-
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for Geodyne Energy Income
Limited Partnership I-F.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986
for Geodyne Energy Income Production Partnership I-D filed as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-D.
10.7 Amended and Restated Agreement of Partnership dated September 10,
1986 for Geodyne Energy Income Production Partnership I-E filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.8 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.5
-58-
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
10.9 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.10 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.11 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.10 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership
Dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-E.
10.13 Amended and Restated Agreement of Partnership dated December 17,
1986 for Geodyne Energy Income Production Partnership I-F filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.14 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.15 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.16 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit
-59-
10.12 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
10.17 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-F.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-D.
-60-
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-E.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-F.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2003:
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
-61-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-F
By: GEODYNE RESOURCES, INC.
General Partner
March 26, 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 on the dates indicated.
By: //s//Dennis R. Neill President and March 26, 2004
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 26, 2004
------------------- Officer (Principal
Craig D. Loseke Financial and
Accounting Officer)
//s//Judy K. Fox Secretary March 26, 2004
-------------------
Judy K. Fox
-62-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT AUDITORS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE PRODUCTION PARTNERSHIP I-D
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-D, an Oklahoma
limited partnership, and Geodyne Production Partnership I-D, an Oklahoma general
partnership, at December 31, 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 the opinion expressed
above.
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 24, 2004
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $257,054 $171,131
Accounts receivable:
Oil and gas sales 129,047 110,658
------- -------
Total current assets $386,101 $281,789
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 391,322 393,450
DEFERRED CHARGE 86,567 89,670
------- -------
$863,990 $764,909
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 24,251 $ 28,784
Gas imbalance payable 28,358 27,206
Asset retirement obligation-
current (Note 1) 252 -
------- -------
Total current liabilities $ 52,861 $ 55,990
LONG-TERM LIABILITIES:
Accrued liability $ 35,408 $ 39,024
Asset retirement obligation
(Note 1) 29,596 -
------- -------
Total long-term liabilities $ 65,004 $ 39,024
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 23,613) ($ 22,566)
Limited Partners, issued and
outstanding, 7,195 Units 769,738 692,461
------- -------
Total Partners' capital $746,125 $669,895
------- -------
$863,990 $764,909
======= =======
The accompanying notes are an integral part of these
combined financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- -------- ----------
REVENUES:
Oil and gas sales $1,007,829 $721,807 $ 980,513
Interest income 1,283 1,384 7,429
Gain on sale of oil and
gas properties - - 53,311
-------- ------- ---------
$1,009,112 $723,191 $1,041,253
COSTS AND EXPENSES:
Lease operating $ 115,533 $145,559 $ 163,712
Production tax 69,108 47,739 67,662
Depreciation, depletion,
and amortization of oil
and gas properties 72,583 35,475 66,232
General and administrative 105,819 103,557 101,920
--------- ------- ---------
$ 363,043 $332,330 $ 399,526
--------- ------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $ 646,069 $390,861 $ 641,727
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) 1,099 - -
--------- ------- ---------
NET INCOME $ 647,168 $390,861 $ 641,727
========= ======= =========
GENERAL PARTNER -
NET INCOME $ 106,891 $ 63,388 $ 104,007
========= ======= =========
LIMITED PARTNERS -
NET INCOME $ 540,277 $327,473 $ 537,720
========= ======= =========
NET INCOME per Unit $ 75.09 $ 45.51 $ 74.74
========= ======= =========
UNITS OUTSTANDING 7,195 7,195 7,195
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
---------- ---------- ----------
Balance, Dec. 31, 2000 $988,268 ($ 11,358) $976,910
Net income 537,720 104,007 641,727
Cash distributions ( 799,000) ( 125,200) ( 924,200)
------- ------- -------
Balance, Dec. 31, 2001 $726,988 ($ 32,551) $694,437
Net income 327,473 63,388 390,861
Cash distributions ( 362,000) ( 53,403) ( 415,403)
------- ------- -------
Balance, Dec. 31, 2002 $692,461 ($ 22,566) $669,895
Net income 540,277 106,891 647,168
Cash distributions ( 463,000) ( 107,938) ( 570,938)
------- ------- -------
Balance, Dec. 31, 2003 $769,738 ($ 23,613) $746,125
======= ======= =======
The accompanying notes are an integral part of these
combined financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $647,168 $390,861 $641,727
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 1,099) - -
Depreciation, depletion,
and amortization of oil
and gas properties 72,583 35,475 66,232
Gain on sale of oil and
gas properties - - ( 53,311)
Settlement of asset
retirement obligation ( 20) - -
(Increase) decrease in
accounts receivable - oil
and gas sales ( 18,389) ( 49,435) 177,344
Decrease in deferred
charge 3,103 8,763 23,558
Increase (decrease) in
accounts payable ( 4,533) 18,698 1,440
Increase (decrease) in gas
imbalance payable 1,152 105 ( 10,527)
Increase (decrease) in
accrued liability ( 3,616) 1,654 ( 3,787)
------- ------- -------
Net cash provided by
operating activities $696,349 $406,121 $842,676
------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 39,589) ($ 18,908) ($ 13,561)
Proceeds from sale of
oil and gas properties 101 50,469 5,189
------- ------- -------
Net cash provided (used) by
investing activities ($ 39,488) $ 31,561 ($ 8,372)
------- ------- -------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($570,938) ($415,403) ($924,200)
------- ------- -------
Net cash used by financing
activities ($570,938) ($415,403) ($924,200)
------- ------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 85,923 $ 22,279 ($ 89,896)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 171,131 148,852 238,748
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $257,054 $171,131 $148,852
======= ======= =======
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 I-E
GEODYNE PRODUCTION PARTNERSHIP I-E
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-E, an Oklahoma
limited partnership, and Geodyne Production Partnership I-E, an Oklahoma general
partnership, at December 31, 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 the opinion expressed
above.
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 24, 2004
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,541,576 $1,098,557
Accounts receivable:
Oil and gas sales 806,189 700,458
--------- ---------
Total current assets $2,347,765 $1,799,015
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,200,076 2,206,391
DEFERRED CHARGE 455,095 480,060
--------- ---------
$5,002,936 $4,485,466
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 240,583 $ 228,879
Accrued liability - other (Note 1) 88,892 88,892
Gas imbalance payable 92,999 105,422
Asset retirement obligation-
current (Note 1) 5,347 -
--------- ---------
Total current liabilities $ 427,821 $ 423,193
LONG-TERM LIABILITIES:
Accrued liability $ 186,239 $ 204,802
Asset retirement obligation (Note 1) 275,883 -
--------- ---------
Total long-term liabilities $ 462,122 $ 204,802
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 99,284) ($ 92,930)
Limited Partners, issued and
outstanding, 41,839 Units 4,212,277 3,950,401
--------- ---------
Total Partners' capital $4,112,993 $3,857,471
--------- ---------
$5,002,936 $4,485,466
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
---------- ---------- ----------
REVENUES:
Oil and gas sales $6,276,765 $4,439,929 $5,986,774
Interest income 8,597 8,216 41,845
Gain on sale of oil and
gas properties 21,072 - 170,298
--------- --------- ---------
$6,306,434 $4,448,145 $6,198,917
COSTS AND EXPENSES:
Lease operating $1,036,463 $1,107,171 $1,414,687
Production tax 374,408 267,804 392,616
Depreciation, depletion,
and amortization of oil
and gas properties 486,390 245,501 920,139
General and administrative 512,062 508,263 502,480
--------- --------- ---------
$2,409,323 $2,128,739 $3,229,922
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $3,897,111 $2,319,406 $2,968,995
Cumulative effect of
change in accounting for
asset retirement
obligations (Note 1) 4,178 - -
--------- --------- ---------
NET INCOME $3,901,289 $2,319,406 $2,968,995
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 651,413 $ 381,049 $ 566,576
========= ========= =========
LIMITED PARTNERS -
NET INCOME $3,249,876 $1,938,357 $2,402,419
========= ========= =========
NET INCOME per Unit $ 77.68 $ 46.33 $ 57.42
========= ========= =========
UNITS OUTSTANDING 41,839 41,839 41,839
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $5,997,625 ($ 25,660) $5,971,965
Net income 2,402,419 566,576 2,968,995
Cash distributions ( 4,645,000) ( 724,624) ( 5,369,624)
--------- ------- ---------
Balance, Dec. 31, 2001 $3,755,044 ($183,708) $3,571,336
Net income 1,938,357 381,049 2,319,406
Cash distributions ( 1,743,000) ( 290,271) ( 2,033,271)
--------- ------- ---------
Balance, Dec. 31, 2002 $3,950,401 ($ 92,930) $3,857,471
Net income 3,249,876 651,413 3,901,289
Cash distributions ( 2,988,000) ( 657,767) ( 3,645,767)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,212,277 ($ 99,284) $4,112,993
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,901,289 $2,319,406 $2,968,995
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) ( 4,178) - -
Depreciation, depletion,
and amortization of oil
and gas properties 486,390 245,501 920,139
Gain on sale of oil and
gas properties ( 21,072) - ( 170,298)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 105,731) ( 235,049) 854,940
Decrease in deferred
charge 24,965 62,049 133,138
Increase in accounts
payable 11,704 129,078 28,688
Increase (decrease) in
accrued liability -
other - ( 157,093) 245,985
Increase (decrease) in gas
imbalance payable ( 12,423) 5,957 ( 59,537)
Decrease in accrued
liability ( 18,563) ( 14,515) ( 24,498)
--------- --------- ---------
Net cash provided by
operating activities $4,262,381 $2,355,334 $4,897,552
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 201,567) ($ 169,433) ($ 79,497)
Proceeds from sale of
oil and gas properties 27,972 165,692 22,262
--------- --------- ---------
Net cash used by
investing activities ($ 173,595) ($ 3,741) ($ 57,235)
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,645,767) ($2,033,271) ($5,369,624)
--------- --------- ---------
Net cash used by financing
activities ($3,645,767) ($2,033,271) ($5,369,624)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 443,019 $ 318,322 ($ 529,307)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,098,557 780,235 1,309,542
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,541,576 $1,098,557 $ 780,235
========= ========= =========
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 I-F
GEODYNE PRODUCTION PARTNERSHIP I-F
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-F, an Oklahoma
limited partnership, and Geodyne Production Partnership I-F, an Oklahoma general
partnership, at December 31, 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 the opinion expressed
above.
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 24, 2004
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Balance Sheets
December 31, 2003 and 2002
ASSETS
------
2003 2002
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 513,327 $ 316,892
Accounts receivable:
Oil and gas sales 262,908 240,861
--------- ---------
Total current assets $ 776,235 $ 557,753
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 811,852 683,746
DEFERRED CHARGE 347,840 345,903
--------- ---------
$1,935,927 $1,587,402
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 112,239 $ 91,775
Accrued liability - other (Note 1) 62,225 62,225
Gas imbalance payable 30,890 34,038
Asset retirement obligation -
current (Note 1) 3,481 -
--------- ---------
Total current liabilities $ 208,835 $ 188,038
LONG-TERM LIABILITIES:
Accrued liability $ 151,391 $ 159,521
Asset retirement obligation (Note 1) 118,854 -
--------- ---------
Total long-term liabilities $ 270,245 $ 159,521
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 13,564) ($ 15,418)
Limited Partners, issued and
outstanding, 14,321 Units 1,470,411 1,255,261
--------- ---------
Total Partners' capital $1,456,847 $1,239,843
--------- ---------
$1,935,927 $1,587,402
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Operations
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ----------
REVENUES:
Oil and gas sales $1,968,666 $1,366,205 $1,594,591
Interest income 2,605 2,132 11,379
Gain on sale of oil and
gas properties 14,766 - 93,970
--------- --------- ---------
$1,986,037 $1,368,337 $1,699,940
COSTS AND EXPENSES:
Lease operating $ 439,037 $ 451,076 $ 706,599
Production tax 102,675 75,352 96,381
Depreciation, depletion,
and amortization of oil
and gas properties 81,429 68,429 336,780
General and administrative 189,397 186,810 184,296
--------- --------- ---------
$ 812,538 $ 781,667 $1,324,056
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $1,173,499 $ 586,670 $ 375,884
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) ( 318) - -
--------- --------- ---------
NET INCOME $1,173,181 $ 586,670 $ 375,884
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 187,031 $ 97,261 $ 96,425
========= ========= =========
LIMITED PARTNERS -
NET INCOME $ 986,150 $ 489,409 $ 279,459
========= ========= =========
NET INCOME per Unit $ 68.86 $ 34.17 $ 19.51
========= ========= =========
UNITS OUTSTANDING 14,321 14,321 14,321
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2003, 2002, and 2001
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2000 $1,968,393 $ 7,531 $1,975,924
Net income 279,459 96,425 375,884
Cash distributions ( 1,232,000) ( 153,038) ( 1,385,038)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,015,852 ($ 49,082) $ 966,770
Net income 489,409 97,261 586,670
Cash distributions ( 250,000) ( 63,597) ( 313,597)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,255,261 ($ 15,418) $1,239,843
Net income 986,150 187,031 1,173,181
Cash distributions ( 771,000) ( 185,177) ( 956,177)
--------- -------- ---------
Balance, Dec. 31, 2003 $1,470,411 ($ 13,564) $1,456,847
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Cash Flows
For the Years Ended December 31, 2003, 2002, and 2001
2003 2002 2001
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,173,181 $586,670 $ 375,884
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) 318 - -
Depreciation, depletion,
and amortization of oil
and gas properties 81,429 68,429 336,780
Gain on sale of oil
and gas properties ( 14,766) - ( 93,970)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 22,047) ( 102,328) 220,945
(Increase) decrease in
deferred charge ( 1,937) 50,654 67,634
Increase in accounts
payable 20,464 43,219 15,564
Increase (decrease) in
accrued liability -
other - ( 109,965) 172,190
Increase (decrease) in gas
imbalance payable ( 3,148) 1,878 ( 35,348)
Decrease in accrued
liability ( 8,130) ( 11,919) ( 14,080)
--------- ------- ---------
Net cash provided by
operating activities $1,225,364 $526,638 $1,045,599
--------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 92,849) ($ 68,426) ($ 26,127)
Proceeds from sale of
oil and gas properties 20,097 57,889 42,331
--------- ------- ---------
Net cash provided (used)
by investing activities ($ 72,752) ($ 10,537) $ 16,204
--------- ------- ---------
F-17
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 956,177) ($313,597) ($1,385,038)
--------- ------- ---------
Net cash used by financing
activities ($ 956,177) ($313,597) ($1,385,038)
--------- ------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 196,435 $202,504 ($ 323,235)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 316,892 114,388 437,623
--------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 513,327 $316,892 $ 114,388
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-18
GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS
Notes to the 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 the Partnerships. Each Partnership is a general partner in the related
Geodyne Energy Income Production Partnership (collectively, the "Production
Partnership") in which Geodyne Resources, Inc. serves as the managing partner.
Limited Partner capital contributions were contributed to the related Production
Partnerships for investment in producing oil and gas properties. The
Partnerships were activated on the following dates with the following Limited
Partner capital contributions:
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ --------------
I-D March 4, 1986 $ 7,194,700
I-E September 10, 1986 41,839,400
I-F December 16, 1986 14,320,900
The Partnerships' original termination date under their partnership
agreements was December 31, 1999. The General Partner has extended the terms of
the Partnerships for their third two-year period to December 31, 2005 pursuant
to its right to extend the term of each Partnership for up to five periods of
two years each.
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the "Partnerships" and
the general partner and managing partner are collectively referred to as the
"General Partner."
An affiliate of the General Partner owned the following Units at December
31, 2003:
F-19
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
I-D 1,878 26.1%
I-E 11,204 26.8%
I-F 4,442 31.0%
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 Partnerships have achieved payout and therefore the combination of the
allocation provisions in each Partnership's limited partnership agreement and
each Production Partnership's partnership agreement (collectively, the
"Partnership Agreement") results in allocations of costs and income between the
Limited Partners and General Partner as follows:
F-20
General Limited
Partner Partners
Costs(1) -------- --------
------------------------
Property acquisition
costs 1% 99%
Identified development
drilling 1% 99%
Development drilling 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs 15% 85%
Income(1)
------------------------
Temporary investments of
Limited Partners'
capital contributions 1% 99%
Income from oil and gas
production 15% 85%
Sale of producing pro-
perties 15% 85%
All other income 15% 85%
- ----------
(1) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 85.8586% to the
limited partnership and 14.1414% to the managing partner. The 85.8586%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the Limited
Partners are allocated 85% of such costs and the General Partner is
allocated 15% of such costs.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
F-21
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partner's property screening costs. The acquisition cost
to the Partnerships of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' depletion, depreciation, and amortization includes dismantlement
and abandonment costs, net of estimated salvage value. The depreciation,
depletion, and amortization rates, which include accretion of the asset
retirement obligation, per equivalent barrel of oil produced during the years
ended December 31, 2003, 2002, and 2001, were as follows:
Partnership 2003 2002 2001
----------- ----- ----- -----
I-D $2.15 $ .84 $1.58
I-E 2.24 .97 3.65
I-F 1.22 .94 5.11
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.
F-22
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 average
annual production costs per Mcf. At December 31, 2003 and 2002, cumulative total
gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
2003 2002
--------------------- ----------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-D 164,858 $ 86,567 170,767 $ 89,670
I-E 683,121 455,095 720,594 480,060
I-F 283,512 347,840 281,933 345,903
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2003 and 2002 for the I-E
and I-F Partnerships 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
average annual 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:
F-23
2003 2002
---------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-D 67,430 $ 35,408 74,316 $ 39,024
I-E 279,554 186,239 307,418 204,802
I-F 123,393 151,391 130,019 159,521
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenue unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices 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
----------- ------ ------- ------ --------
I-D 18,905 $28,358 18,137 $ 27,206
I-E 61,999 92,999 70,281 105,422
I-F 20,593 30,890 22,692 34,038
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.
F-24
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, the asset retirement obligations,
and the accrued liability all involve estimates which could materially differ
from the actual amounts ultimately realized or incurred in the near term. Oil
and gas reserves (see Note 4) also involve significant estimates which could
materially differ from the actual amounts ultimately realized.
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 Partnerships:
F-25
Increase
Increase in (Decrease) in
Capitalized Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership Properties Principle Obligation
- ----------- ------------ -------------- ----------
I-D $ 30,000 $1,000 $ 29,000
I-E 278,000 4,000 274,000
I-F 119,000 ( 300) 119,000
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 I-D, I-E, and I-F Partnerships recognized approximately
$2,000, $10,000, and $5,000, 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.
I-D Partnership
---------------
2003
----------
Total Asset Retirement Obligation, January 1, 2003 $ 29,376
Settlements and Disposals ( 1,196)
Accretion Expense 1,668
-------
Total Asset Retirement Obligation, December 31, 2003 $ 29,848
=======
Asset Retirement Obligation - Current $ 252
Asset Retirement Obligation - Long-Term 29,596
F-26
I-E Partnership
---------------
2003
----------
Total Asset Retirement Obligation, January 1, 2003 $273,582
Additions and Revisions 10
Settlements and Disposals ( 2,317)
Accretion Expense 9,955
-------
Total Asset Retirement Obligation, December 31, 2003 $281,230
=======
Asset Retirement Obligation - Current $ 5,347
Asset Retirement Obligation - Long-Term 275,883
I-F Partnership
---------------
2003
----------
Total Asset Retirement Obligation, January 1, 2003 $119,428
Additions and Revisions 6
Settlements and Disposals ( 1,621)
Accretion Expense 4,522
-------
Total Asset Retirement Obligation, December 31, 2003 $122,335
=======
Asset Retirement Obligation - Current $ 3,481
Asset Retirement Obligation - Long-Term 118,854
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 January 1, 2002, the proforma impact
for the I-D, I-E, and I-F Partnerships during the year ended December 31, 2002
would have been an increase in depreciation, depletion, and amortization expense
of approximately $1,000, $10,000, and $5,000, respectively. If this accounting
policy had been in effect January 1, 2001, the proforma impact for the I-D, I-E,
and I-F Partnerships during the year ended December 31, 2001 would have been an
increase in depreciation, depletion, and amortization expense of approximately
$1,000, $31,000,and $12,000, respectively.
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.
F-27
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated every year due to expense
limitations imposed by the Partnership Agreements. The following is a summary of
payments made to the General Partner or its affiliates by the Partnerships for
general and administrative overhead costs for the years ended December 31, 2003,
2002, and 2001:
Partnership 2003 2002 2001
----------- -------- -------- --------
I-D $ 79,944 $ 79,944 $ 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. 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.
F-28
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
----- ----- -----
I-D Chevron USA Inc.
("Chevron") 26.1% - -
Duke Energy Field
Services ("Duke") 20.4% 17.0% 14.4%
Enogex Services
Corporation 12.9% - -
Sid Richardson Carbon
& Gas ("Richardson") 11.2% 14.2% 21.5%
Cinergy Marketing
Company ("Cinergy") 10.5% - -
El Paso Energy Marketing
Company ("El Paso") - 45.2% 41.5%
I-E Chevron 23.2% - -
Duke 11.4% - -
BP America Production
Company ("BP America") 11.2% - -
Cinergy 10.9% - -
Richardson 10.8% 13.5% 21.8%
El Paso - 39.1% 38.6%
I-F Cinergy 16.9% - -
Duke 13.8% 12.3% 12.6%
BP America 12.5% 11.2% -
El Paso - 29.5% 31.8%
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.
F-29
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion, amortization,
and valuation allowance at December 31, 2003 and 2002 were as follows:
I-D Partnership
---------------
2003 2002
------------ ------------
Proved properties $ 3,692,378 $ 4,597,613
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 3,301,056) ( 4,204,163)
--------- ----------
Net oil and gas
properties $ 391,322 $ 393,450
========== ==========
I-E Partnership
---------------
2003 2002
------------- -------------
Proved properties $25,637,358 $26,599,947
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 23,437,282) ( 24,393,556)
---------- ----------
Net oil and gas
properties $ 2,200,076 $ 2,206,391
========== ==========
F-30
I-F Partnership
---------------
2003 2002
------------ ------------
Proved properties $7,969,907 $7,920,419
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 7,158,055) ( 7,236,673)
--------- ---------
Net oil and gas
properties $ 811,852 $ 683,746
========= =========
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
----------- -------- -------- -------
I-D $ 39,589 $ 18,908 $13,561
I-E 201,567 169,433 79,497
I-F 92,849 68,426 26,127
----------
(1) Excludes the estimated asset retirement costs for the I-D,
I-E, and I-F Partnerships of approximately $16,000, $168,000
and $73,000, respectively, recorded as part of the FAS No. 143
implementation.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States,
for the periods indicated. The proved reserves at December 31, 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 volume to differ
from the reserve reports prepared by the General Partner and reviewed by Ryder
Scott.
F-31
I-D Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 57,844 1,444,258
Production ( 3,301) ( 231,126)
Sales of minerals in place ( 8) ( 22,953)
Extensions and discoveries 1,097 19,130
Revisions of previous
estimates ( 4,495) 94,003
------- ---------
Proved reserves, Dec. 31, 2001 51,137 1,303,312
Production ( 3,662) ( 232,115)
Extensions and discoveries 6,461 3,211
Revisions of previous
estimates 2,597 241,311
------- ---------
Proved reserves, Dec. 31, 2002 56,533 1,315,719
Production ( 3,764) ( 180,252)
Extensions and discoveries 6,068 9,173
Revisions of previous
estimates 1,537 473,557
------- ---------
Proved reserves, Dec. 31, 2003 60,374 1,618,197
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 51,137 1,303,312
======= =========
December 31, 2002 56,533 1,315,719
======= =========
December 31, 2003 60,374 1,618,197
======= =========
F-32
I-E Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 439,075 7,542,594
Production ( 42,531) (1,256,766)
Sales of minerals in place - ( 72,954)
Extensions and discoveries 8,897 107,330
Revisions of previous
estimates ( 71,650) 268,287
------- ---------
Proved reserves, Dec. 31, 2001 333,791 6,588,491
Production ( 47,779) (1,236,432)
Extensions and discoveries 58,912 49,272
Revisions of previous
estimates 76,419 1,373,743
------- ---------
Proved reserves, Dec. 31, 2002 421,343 6,775,074
Production ( 53,377) ( 981,953)
Sales of minerals in place ( 5,910) ( 41,723)
Extensions and discoveries 29,362 35,113
Revisions of previous
estimates 30,578 2,674,473
------- ---------
Proved reserves, Dec. 31, 2003 421,996 8,460,984
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 333,791 6,588,491
======= =========
December 31, 2002 421,343 6,775,074
======= =========
December 31, 2003 421,996 8,460,984
======= =========
F-33
I-F Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2000 210,878 2,598,127
Production ( 20,545) ( 272,161)
Sales of minerals in place - ( 25,093)
Extensions and discoveries 5,124 7,026
Revisions of previous
estimates ( 34,420) 140,472
------- ---------
Proved reserves, Dec. 31, 2001 161,037 2,448,371
Production ( 22,670) ( 302,990)
Extensions and discoveries 20,129 15,510
Revisions of previous
estimates 42,401 173,741
------- ---------
Proved reserves, Dec. 31, 2002 200,897 2,334,632
Production ( 23,950) ( 256,653)
Sales of minerals in place ( 4,135) ( 29,207)
Extensions and discoveries 12,178 14,777
Revisions of previous
estimates 12,274 521,725
------- ---------
Proved reserves, Dec. 31, 2003 197,264 2,585,274
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2001 161,037 2,448,371
======= =========
December 31, 2002 200,897 2,334,632
======= =========
December 31, 2003 197,264 2,585,274
======= =========
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2003 and 2002 are as
follows:
F-34
I-D Partnership
---------------
2003
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $269,504 $295,915 $247,413 $196,280
Gross Profit (1) 202,767 250,714 207,995 162,995
Net Income 162,574 214,238 174,365 95,991
Limited Partners'
Net Income
Per Unit 19.06 25.16 20.41 10.46
2002
-----------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $152,830 $202,372 $177,670 $190,319
Gross Profit (1) 96,985 161,285 140,193 131,430
Net Income 49,422 123,104 106,586 111,749
Limited Partners'
Net Income
Per Unit 5.59 14.30 12.39 13.23
- --------------------
(1) Total revenues less oil and gas production expenses.
F-35
I-E Partnership
---------------
2003
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,584,329 $1,968,948 $1,461,808 $1,291,349
Gross Profit (1) 1,152,953 1,641,605 1,159,571 941,434
Net Income 955,314 1,473,512 953,125 519,338
Limited Partners'
Net Income
Per Unit 19.20 29.81 19.12 9.55
2002
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $ 908,818 $1,164,228 $1,125,364 $1,249,735
Gross Profit (1) 526,213 893,932 828,811 824,214
Net Income 284,491 679,251 658,011 697,653
Limited Partners'
Net Income
Per Unit 5.45 13.50 13.22 14.16
- --------------------
(1) Total revenues less oil and gas production expenses.
F-36
I-F Partnership
---------------
2003
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $540,240 $556,376 $450,748 $438,673
Gross Profit(1) 389,495 428,456 333,155 293,219
Net Income 314,430 365,487 258,193 235,071
Limited Partners'
Net Income
Per Unit 18.45 21.57 15.04 13.80
2002
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $243,448 $376,385 $358,156 $390,348
Gross Profit (1) 148,084 253,496 238,238 202,091
Net Income 66,934 184,857 190,712 144,167
Limited Partners'
Net Income
Per Unit 3.74 10.74 11.29 8.40
- --------------------
(1) Total revenues less oil and gas production expenses.
F-37
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income Limited
Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-D dated
March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
F-38
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report
on Form 10-K405 for period ended December 31, 2001, filed with the
SEC on February 28, 2002 and is hereby incorporated by reference.
*4.8 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Production Partnership I-D.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D dated
November 18, 2003.
4.13 Amended and Restated Agreement and Certificate of Limited
Partnership dated September 10, 1986 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.14 Amended and Restated Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-E dated March 9, 1989 filed as
Exhibit 4.12 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
F-39
4.15 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.16 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.17 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.18 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.19 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.17 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
*4.20 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-E filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for
F-40
Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.19
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 28, 2002 and is hereby incorporated
by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
*4.24 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Limited Partnership I-E.
4.25 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.26 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-F dated
March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.27 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.28 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.29 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual
Report on Form
F-41
10-K for the year ended December 31, 1999, filed with the SEC on
February 24, 2000 and is hereby incorporated by reference.
4.30 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.31 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001, for the Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
*4.32 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003, for the Geodyne Energy
Income Limited Partnership I-E.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-F filed as Exhibit 4.28 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for Geodyne Energy Income
Limited Partnership I-F.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986
for Geodyne Energy Income Production
F-42
Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-D.
10.7 Amended and Restated Agreement of Partnership dated September 10,
1986 for Geodyne Energy Income Production Partnership I-E filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.8 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.9 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy
F-43
Income Production Partnership I-E filed as Exhibit 10.8 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 24, 2000 and is hereby
incorporated by reference.
10.10 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.11 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.10 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership
Dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-E.
10.13 Amended and Restated Agreement of Partnership dated December 17,
1986 for Geodyne Energy Income Production Partnership I-F filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.14 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.15 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.16 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
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10.17 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-F.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-D.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-E.
F-45
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the
Geodyne Energy Income Limited Partnership I-F.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
F-46