ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner, and Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner and public investors as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below.
Date of Partnership Activation ----------- -----------------
II-A July 22, 1987 II-B October 14, 1987 II-C January 14, 1988 II-D May 10, 1988 II-E September 27, 1988 II-F January 5, 1989 II-G April 10, 1989 II-H May 17, 1989
Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' operations. Geodyne serves as managing partner of such general partnerships. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K405 (the "Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the limited partnerships and as the managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited partnerships including the Partnerships. The General Partner 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, 2000, Samson owned interests in approximately 13,500 oil and gas wells located in 19 states of the United States and the countries of Canada, Venezuela, and Russia. At December 31, 2000, Samson operated approximately 2,700 oil and gas wells located in 14 states of the United States, as well as Canada, Venezuela, and Russia.
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, 2001, Samson employed approximately 965 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 will terminate on December 31, 2001. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report, the General Partner has not determined whether to extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur borrowings, the Partnerships' operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment.
Competition and Marketing
The Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors that are beyond the control of the Partnerships. These factors include worldwide political instability (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally been in the $1.40 to $2.40 per Mcf range. However, due to unusual supply and demand circumstances gas prices are currently substantially higher than the upper end of this range. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas increased from approximately $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf at December 31, 2000. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to
transportation and marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. However, production curtailment agreements among major oil producing nations and other supply and demand factors have caused recent oil prices to climb to over $30.00 per barrel in some markets. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $22.75 per barrel at December 31, 1999 to approximately $27.52 per barrel at December 31, 2000.
Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2000. While it is impossible to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease, management believes it is possible that average oil and gas prices for the near future may be somewhat higher than the prices experienced over the past 10 years.
Significant Customers
The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 2000:
Partnership Purchaser Percentage - ----------- ---------------------------------- ----------
II-A El Paso Energy Marketing Company ("El Paso") 27.8% Amoco Production Company 17.2%
II-B El Paso 38.0% Hallwood Petroleum, Inc. 11.5% Amoco Production Company 10.4%
II-C El Paso 35.6%
II-D El Paso 28.6%
II-E El Paso 47.9%
II-F El Paso 20.7%
II-G El Paso 20.6%
II-H El Paso 20.7%
In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the exploration for and production of oil and gas including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial condition and results of operations.
ITEM 2.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the Partnerships as of December 31, 2000.
Well Statistics(1) As of December 31, 2000
Number of Gross Wells(2) Number of Net Wells(3) ------------------------ --------------------------- P/ship Total Oil Gas Total Oil Gas ------ ----- --- --- ----- ----- ----- II-A 1,011 745 266 43.21 29.53 13.68 II-B 185 110 75 22.69 15.15 7.54 II-C 245 93 152 7.82 2.45 5.37 II-D 188 72 116 20.32 2.48 17.84 II-E 859 658 201 10.62 3.96 6.66 II-F 866 677 189 11.00 5.67 5.33 II-G 866 677 189 23.72 12.17 11.55 II-H 866 677 189 5.81 2.95 2.86
- --------------- (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, 2000, the Partnerships participated in the drilling activities described below.
Working P/ship Well Name County St. Interest Type Status - ------ ---------------- ------- --- -------- ---- ---------
II-E Wolfe Unit No. 7 Winkler TX .00330 Oil Producing
II-F Wolfe Unit No. 7 Winkler TX .00807 Oil Producing
II-G Wolfe Unit No. 7 Winkler TX .01687 Oil Producing
II-H Wolfe Unit No. 7 Winkler TX .00390 Oil Producing
During the year ended December 31, 2000, the Partnerships indirectly participated in the drilling activities described below. The Partnerships do not own working interests in these wells; therefore, they did not incur any costs associated with the drilling activity.
Revenue P/ship Well Name County St. Interest Type Status - ------ ---------------- ------- --- -------- ---- ---------
II-A Hutton No. 1 Colusa CA .00008 Gas Producing
II-C Pankratz No. 2-35 Dewey OK .00439 Gas Producing
II-D Pankratz No. 2-35 Dewey OK .00505 Gas Producing
II-E McQuiddy No. 4-4 Hemphill TX .01969 Gas Producing
The II-B Partnership did not directly or indirectly participate in any drilling activities during the year ended December 31, 2000.
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning the oil (including condensates) and gas production, net of all royalties, overriding royalties, and other third party interests, of the Partnerships, revenues attributable to such production, and certain price and cost information. As used in the tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of
gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content.
Net Production Data
II-A Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 77,024 84,033 86,428 Gas (Mcf) 1,003,723 1,149,550 1,433,552
Oil and gas sales: Oil $2,117,259 $1,365,308 $1,070,099 Gas 3,601,631 2,397,623 2,841,724 --------- --------- --------- Total $5,718,890 $3,762,931 $3,911,823 ========= ========= ========= Total direct operating expenses $1,418,970 $1,297,760 $1,772,997 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.8% 34.5% 45.3%
Average sales price: Per barrel of oil $27.49 $16.25 $12.38 Per Mcf of gas 3.59 2.09 1.98
Direct operating expenses per equivalent Bbl of oil $ 5.81 $ 4.71 $ 5.45
Net Production Data
II-B Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 52,155 56,749 53,095 Gas (Mcf) 707,543 870,203 904,066
Oil and gas sales: Oil $1,431,328 $ 918,317 $ 713,020 Gas 2,506,352 1,775,400 1,779,023 --------- --------- --------- Total $3,937,680 $2,693,717 $2,492,043 ========= ========= ========= Total direct operating expenses $ 995,481 $ 960,136 $1,092,499 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 25.3% 35.6% 43.8%
Average sales price: Per barrel of oil $27.44 $16.18 $13.43 Per Mcf of gas 3.54 2.04 1.97
Direct operating expenses per equivalent Bbl of oil $ 5.85 $ 4.76 $ 5.36
Net Production Data
II-C Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 16,424 17,691 16,806 Gas (Mcf) 398,166 500,545 478,643
Oil and gas sales: Oil $ 456,845 $ 295,047 $ 224,072 Gas 1,399,195 1,001,421 912,402 --------- --------- --------- Total $1,856,040 $1,296,468 $1,136,474 ========= ========= ========= Total direct operating expenses $ 404,470 $ 440,322 $ 427,109 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 21.8% 34.0% 37.6%
Average sales price: Per barrel of oil $27.82 $16.68 $13.33 Per Mcf of gas 3.51 2.00 1.91
Direct operating expenses per equivalent Bbl of oil $ 4.89 $ 4.35 $ 4.42
Net Production Data
II-D Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 32,648 33,890 37,733 Gas (Mcf) 836,567 1,010,194 1,034,372
Oil and gas sales: Oil $ 909,025 $ 556,917 $ 477,184 Gas 2,848,626 2,041,699 1,933,867 --------- --------- --------- Total $3,757,651 $2,598,616 $2,411,051 ========= ========= ========= Total direct operating expenses $ 937,311 $1,106,783 $ 945,971 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 24.9% 42.6% 39.2%
Average sales price: Per barrel of oil $27.84 $16.43 $12.65 Per Mcf of gas 3.41 2.02 1.87
Direct operating expenses per equivalent Bbl of oil $ 5.45 $ 5.47 $ 4.50
Net Production Data
II-E Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 23,708 32,352 37,508 Gas (Mcf) 611,642 624,562 647,841
Oil and gas sales: Oil $ 693,214 $ 565,758 $ 499,076 Gas 2,067,671 1,244,967 1,205,387 --------- --------- --------- Total $2,760,885 $1,810,725 $1,704,463 ========= ========= ========= Total direct operating expenses $ 579,065 $ 557,889 $ 672,490 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 21.0% 30.8% 39.5%
Average sales price: Per barrel of oil $29.24 $17.49 $13.31 Per Mcf of gas 3.38 1.99 1.86
Direct operating expenses per equivalent Bbl of oil $ 4.61 $ 4.09 $ 4.62
Net Production Data
II-F Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 25,175 34,859 36,915 Gas (Mcf) 480,967 569,382 516,917
Oil and gas sales: Oil $ 708,378 $ 579,956 $ 491,647 Gas 1,604,881 1,085,380 953,155 --------- --------- --------- Total $2,313,259 $1,665,336 $1,444,802 ========= ========= ========= Total direct operating expenses $ 412,615 $ 451,347 $ 398,414 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 17.8% 27.1% 27.6%
Average sales price: Per barrel of oil $28.14 $16.64 $13.32 Per Mcf of gas 3.34 1.91 1.84
Direct operating expenses per equivalent Bbl of oil $ 3.92 $ 3.48 $ 3.24
Net Production Data
II-G Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 52,807 73,361 77,421 Gas (Mcf) 1,031,148 1,210,210 1,105,661
Oil and gas sales: Oil $1,485,755 $1,216,334 $1,030,974 Gas 3,429,820 2,311,265 2,041,481 --------- --------- --------- Total $4,915,575 $3,527,599 $3,072,455 ========= ========= ========= Total direct operating expenses $ 885,336 $ 965,229 $ 852,699 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 18.0% 27.4% 27.8%
Average sales price: Per barrel of oil $28.14 $16.58 $13.32 Per Mcf of gas 3.33 1.91 1.85
Direct operating expenses per equivalent Bbl of oil $ 3.94 $ 3.51 $ 3.26
Net Production Data
II-H Partnership ----------------
Year Ended December 31, ---------------------------------------- 2000 1999 1998 ---------- ---------- ---------- Production: Oil (Bbls) 12,297 17,055 17,978 Gas (Mcf) 245,490 287,724 266,337
Oil and gas sales: Oil $ 345,882 $ 283,407 $ 239,450 Gas 816,404 553,520 494,163 --------- --------- --------- Total $1,162,286 $ 836,927 $ 733,613 ========= ========= ========= Total direct operating expenses $ 213,954 $ 232,658 $ 205,463 ========= ========= =========
Direct operating expenses as a percentage of oil and gas sales 18.4% 27.8% 28.0%
Average sales price: Per barrel of oil $28.13 $16.62 $13.32 Per Mcf of gas 3.33 1.92 1.86
Direct operating expenses per equivalent Bbl of oil $ 4.02 $ 3.58 $ 3.29
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, 2000. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions.
Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. Net present
value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices at December 31, 2000. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The oil and gas prices at December 31, 2000 have caused the estimates of remaining economically recoverable reserves, as well as the value placed on said reserves, to be substantially higher than in the past several years. Any decrease in these prices will result in a corresponding reduction in the estimate of remaining reserves. 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, 2000. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2000 will actually be realized for such production. The General Partner believes that it is unlikely that prices will remain at their current high levels.
The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures.
Proved Reserves and Net Present Values From Proved Reserves As of December 31, 2000 (1)
II-A Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,707,781 Oil and liquids (Bbls) 548,403
Net present value (discounted at 10% per annum) $26,167,291
II-B Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,842,161 Oil and liquids (Bbls) 361,833
Net present value (discounted at 10% per annum) $18,182,791
II-C Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,391,042 Oil and liquids (Bbls) 126,153
Net present value (discounted at 10% per annum) $11,103,853
II-D Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 8,264,342 Oil and liquids (Bbls) 253,737
Net present value (discounted at 10% per annum) $26,325,421
II-E Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,054,722 Oil and liquids (Bbls) 229,723
Net present value (discounted at 10% per annum) $14,391,992
II-F Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,158,866 Oil and liquids (Bbls) 269,110
Net present value (discounted at 10% per annum) $12,803,971
II-G Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,779,445 Oil and liquids (Bbls) 565,056
Net present value (discounted at 10% per annum) $27,261,672
II-H Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 1,646,842 Oil and liquids (Bbls) 131,882
Net present value (discounted at 10% per annum) $6,528,724
- ----------
(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, 2000:
Operated Wells ---------------------------------------- Partnership Number Percent ----------- ------ ------- II-A 58 5% II-B 35 18% II-C 45 17% II-D 26 12% II-E 35 1% II-F 45 2% II-G 45 2% II-H 45 2%
The following tables set forth certain well and reserve information as of December 31, 2000 for the basins in which the Partnerships own a significant amount of properties. The tables contain the following information for each significant basin: (i) the number of gross wells and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number and percentage of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento Basin is located in central California.
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their oil and gas properties. Record title to all of the Partnerships' properties is held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business.
ITEM 3.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations.
ITEM 4.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any Partnership during 2000.
PART II.
ITEM 5.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2001, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows:
Number of Numbers of Partnership Units Limited Partners ----------- ---------- ----------------
II-A 484,283 3,712 II-B 361,719 2,342 II-C 154,621 1,222 II-D 314,878 2,565 II-E 228,821 1,939 II-F 171,400 1,527 II-G 372,189 2,298 II-H 91,711 1,098
Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by
secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to the Partnership.
Repurchase Offer Prices -----------------------
1999 2000 2001 ------------------------ ------------------------ ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $12 $12 $13 $12 $11 $10 $17 $15 $13 II-B 12 12 12 11 10 9 17 14 12 II-C 17 16 16 15 14 13 22 20 17 II-D 17 16 17 16 15 14 24 22 18 II-E 15 15 15 15 13 12 18 15 13 II-F 18 17 20 19 17 16 22 19 17 II-G 18 17 20 19 17 15 21 19 16 II-H 18 17 20 18 17 15 21 18 16
In addition to this repurchase offer, some of the Partnerships have been subject to "4.9% tender offers" from several third parties. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in
the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the Limited Partners during 1999 and 2000 and the first quarter of 2001.
Cash Distributions ------------------
----------------------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. - ------ -------- --------- --------- ---------
II-A $ .19 $ .25 $ .99 $1.19 II-B .24 .39 .40 1.15 II-C .21 .54 .54 1.24 II-D .54 .42 .67 .97 II-E 1.03 .50 .94 1.08 II-F .87 .95 1.04 1.39 II-G .87 .92 1.12 1.33 II-H .85 .86 1.04 1.31
2000 2001 --------------------------------------------------- --------- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ -------- ---------- ---------- ---------- ---------
II-A $1.25 $1.09 $1.40 $1.96 $2.02 II-B .97 1.02 1.36 2.41 1.93 II-C 1.20 1.24 1.44 2.02 2.55 II-D 1.41 1.23 1.24 1.71 4.20 II-E 1.25 .76 1.76 2.75 2.14 II-F 1.54 1.69 1.76 2.50 2.53 II-G 1.57 1.73 1.73 2.44 2.47 II-H 1.41 1.64 1.74 2.46 2.46
ITEM 6.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships. This data should be read in conjunction with the financial statements of the Partnerships, and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data."
ITEM 7.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the 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 Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors that are beyond the control of the Partnerships. These factors include worldwide political instability (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally been in the $1.40 to $2.40 per Mcf range. However, due to unusual supply and demand circumstances gas prices are currently substantially higher than the upper end of this range. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas increased from approximately $2.24 per Mcf at December 31, 1999 to approximately $6.03 per Mcf at December 31, 2000. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. However, production curtailment agreements among major oil producing nations and other supply and demand factors have caused recent oil prices to climb to over $30.00 per barrel in some markets. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $22.75 per barrel at December 31, 1999 to approximately $27.52 per barrel at December 31, 2000.
Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2000. While it is impossible to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease, management believes it is possible that average oil and gas prices for the near future may be somewhat higher than the prices experienced over the past 10 years.
As discussed in the "Results of Operations" section below, volumes of oil and gas sold also significantly affect the Partnerships' revenues. Oil and gas wells generally produce the most oil or gas in the earlier years of their lives and, as production continues, the rate of production naturally declines. At some point, production physically ceases or becomes no longer
economic. The Partnerships are not acquiring additional oil and gas properties, and the existing properties are not experiencing significant additional production through drilling or other capital projects. Therefore, volumes of oil and gas produced naturally decline from year to year. While it is difficult for management to predict future production from these properties, it is likely that this general trend of declining production will continue.
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.
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, 2000 as compared to the year ended December 31, 1999 and for the year ended December 31, 1999 as compared to the year ended December 31, 1998.
II-A Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $1,955,959 (52.0%) in 2000 as compared to 1999. Of this increase, approximately $866,000 and $1,508,000, respectively, were related to increases in the
average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $304,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 7,009 barrels and 145,827 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during 1999, (ii) the shutting-in of another significant well during 2000 due to low well pressure, and (iii) normal declines in production. Average oil and gas prices increased to $27.49 per barrel and $3.59 per Mcf, respectively, in 2000 from $16.25 per barrel and $2.09 per Mcf, respectively, in 1999.
The II-A Partnership recognized an insurance settlement in the amount of $202,500 during 1999. No similar settlements occurred during 2000.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $121,210 (9.3%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 24.8% in 2000 from 34.5% in 1999. 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 $185,917 (31.0%) in 2000 as compared to 1999. This increase was primarily due to one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves, which increase was partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 13.7% in 2000 from 15.9% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 10.0% in 2000 from 15.2% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $50,763,357 or 104.82% of Limited Partners' capital contributions. The II-A Partnership achieved payout during the first quarter of 2000. After payout, operations and revenues for the II-A Partnership are allocated using after payout percentages included in the II-A Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales decreased $148,892 (3.8%) in 1999 as compared to 1998. Of this decrease, approximately $30,000 and $563,000, respectively, were related to decreases in volumes of oil and gas sold, which decreases were partially offset by increases of approximately $325,000 and $119,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,395 barrels and 284,002 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 1998, (ii) the sale of several wells during 1998, and (iii) normal declines in production. These decreases were partially offset by a positive prior period volume adjustment made by the purchaser on another significant well during 1999. Average oil and gas prices increased to $16.25 per barrel and $2.09 per Mcf, respectively, in 1999 from $12.38 per barrel and $1.98 per Mcf, respectively, in 1998.
Interest income decreased $37,059 (67.1%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on gas contract settlement proceeds. There were no similar amounts invested during 1999.
The II-A Partnership sold certain oil and gas properties during 1999 and recognized a $6,465 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-A Partnership recognizing similar gains totaling $685,375.
As discussed in "Liquidity and Capital Resources" below, the II-A Partnership recognized an insurance settlement in the amount of $202,500 during 1999. No similar settlements occurred during 1998.
The II-A Partnership recognized income from a gas contract settlement in the amount of $1,710,190 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $475,237 (26.8%) in 1999 as compared to 1998. This decrease was primarily due to (i) workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves, (ii) a positive prior period lease operating expense adjustment made by the operator on another significant well during 1998, 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 34.5% in 1999 from 45.3% in 1998. This percentage
decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties decreased $200,084 (25.0%) in 1999 as compared to 1998. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999, and (iii) several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 15.9% in 1999 from 20.4% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $2,049 (0.4%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses increased to 15.2% in 1999 from 14.7% in 1998.
II-B Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $1,243,963 (46.2%) in 2000 as compared to 1999. Of this increase, approximately $587,000 and $1,063,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by approximately $332,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 4,594 barrels and 162,660 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during 1999, (ii) the shutting-in of one significant well during 2000 due to low well pressure, and (iii) normal declines in production. Average oil and gas prices increased to $27.44 per barrel and $3.54 per Mcf, respectively, in 2000 from $16.18 per barrel and $2.04 per Mcf, respectively, in 1999.
As discussed in "Liquidity and Capital Resources" below, the II-B Partnership sold certain oil and gas properties during 2000 and recognized a $248,993 gain on such sales. Sales of oil and gas properties during 1999 resulted in the II-B Partnership recognizing similar gains of $21,562.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $35,345 (3.7%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 25.3% in 2000 from 35.6% in 1999. 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 $449,801 (133.0%) in 2000 as compared to 1999. This increase was primarily due to one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves, which increase was partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 20.0% in 2000 from 12.6% in 1999. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 10.9% in 2000 from 15.8% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $37,005,916 or 102.31% of the Limited Partners' capital contributions. The II-B Partnership achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the II-B Partnership are allocated using after payout percentages included in the II-B Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $201,674 (8.1%) in 1999 as compared to 1998. Of this increase, approximately $49,000 was related to an increase in volumes of oil sold and approximately $156,000 and $63,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by approximately $67,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,654 barrels and volumes of gas sold decreased 33,863 Mcf in 1999 as compared to 1998. The decrease in volumes of gas sold was primarily due to normal declines in production, which decrease was partially offset by a positive prior period volume adjustment made by the purchaser on one significant well during 1999. Average oil and gas prices increased to $16.18 per barrel and $2.04 per Mcf, respectively, in 1999 from $13.43 per barrel and $1.97 per Mcf, respectively, in 1998.
Interest income decreased $40,955 (81.2%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on gas contract settlement proceeds. There were no similar amounts invested during 1999.
The II-B Partnership recognized income from a gas contract settlement in the amount of $2,793,295 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $132,363 (12.1%) in 1999 as compared to 1998. This decrease was primarily due to workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves, 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 35.6% in 1999 from 43.8% in 1998. This percentage decrease was primarily due to workover expenses incurred in 1998 and the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $193,851 (36.4%) in 1999 as compared to 1998. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and (ii) several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 12.6% in 1999 from 21.3% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $4,172 (1.0%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 15.8% in 1999 from 17.3% in 1998.
II-C Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $559,572 (43.2%) in 2000 as compared to 1999. Of this increase, approximately $183,000 and $603,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $205,000 related to a decrease in volumes of gas sold. Volumes of oil and gas
sold decreased 1,267 barrels and 102,379 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of gas sold was primarily due to (i) a positive prior period volume adjustment made by the purchaser on one significant well during 1999, (ii) the shutting-in of one significant well during 2000 due to low well pressure, and (iii) a negative prior period volume adjustment made by the operator on another significant well during 2000. Average oil and gas prices increased to $27.82 per barrel and $3.51 per Mcf, respectively, in 2000 from $16.68 per barrel and $2.00 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $35,852 (8.1%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 21.8% in 2000 from 34.0% in 1999. 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 $170,658 (94.8%) in 2000 as compared to 1999. This increase was primarily due to one significant well being fully depleted during 2000 due to the lack of economically recoverable reserves, which increase was partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 18.9% in 2000 from 13.9% in 1999. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 10.0% in 2000 from 14.2% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $16,803,686 or 108.68% of the Limited Partners' capital contributions.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $159,994 (14.1%) in 1999 as compared to 1998. Of this increase, approximately $12,000 and $42,000, respectively, were related to increases in volumes of oil and gas sold and approximately $59,000 and $47,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 885 barrels and 21,902 Mcf, respectively, in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the purchaser on one significant well during 1999, which increase was partially offset by normal declines in production. Average oil and gas
prices increased to $16.68 per barrel and $2.00 per Mcf, respectively, in 1999 from $13.33 per barrel and $1.91 per Mcf, respectively, in 1998.
Interest income decreased $19,301 (76.7%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on gas contract settlement proceeds. There were no similar amounts invested during 1999.
The II-C Partnership sold certain oil and gas properties during 1999 and recognized a $3,257 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-C Partnership recognizing similar gains totaling $177,795.
The II-C Partnership recognized income from a gas contract settlement in the amount of $1,197,148 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,213 (3.1%) in 1999 as compared to 1998. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) positive prior period production tax adjustments made by the purchasers on several wells during 1999, which increases were substantially offset by workover expenses incurred on two significant wells during 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 34.0% in 1999 from 37.6% in 1998.
Depreciation, depletion, and amortization of oil and gas properties decreased $66,331 (26.9%) in 1999 as compared to 1998. This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 13.9% in 1999 from 21.7% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.2% in 1999 from 16.2% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales.
II-D Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $1,159,035 (44.6%) in 2000 as compared to 1999. Of this increase, approximately $373,000 and $1,158,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $351,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 1,242 barrels and 173,627 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of gas sold was primarily due to (i) negative prior period volume adjustments on two significant wells during 2000 and (ii) normal declines in production. Average oil and gas prices increased to $27.84 per barrel and $3.41 per Mcf, respectively, in 2000 from $16.43 per barrel and $2.02 per Mcf, respectively, in 1999.
As discussed in "Liquidity and Capital Resources" below, the II-D Partnership sold certain oil and gas properties during 2000 and recognized a $514,114 gain on such sales. Sales of oil and gas properties during 1999 resulted in the II-D Partnership recognizing similar gains of $36,944.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $169,472 (15.3%) in 2000 as compared to 1999. This decrease was primarily due to (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during 1999, (ii) a negative prior period lease operating expense adjustment made by the operator on another significant well during 2000, and (iii) the sale of one significant well during 2000. These decreases were partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) a positive prior period lease operating expense adjustment made by the operator on one significant well during 2000, and (iii) workover expenses incurred on one significant well during 2000 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 24.9% in 2000 from 42.6% in 1999. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses and the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $10,775 (2.5%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. These decreases were partially offset by one significant well being fully depleted in 2000 due to the lack of remaining economically
recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 11.0% in 2000 from 16.4% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 10.0% in 2000 from 14.3 % in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $33,864,903 or 107.55% of Limited Partners' capital contributions.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $187,565 (7.8%) in 1999 as compared to 1998. Of this increase, approximately $128,000 and $153,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $49,000 and $45,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 3,843 barrels and 24,178 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of one significant well during 1998. Average oil and gas prices increased to $16.43 per barrel and $2.02 per Mcf, respectively, in 1999 from $12.65 per barrel and $1.87 per Mcf, respectively, in 1998.
Interest income decreased $51,668 (77.5%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on gas contract settlement proceeds. There were no similar amounts invested during 1999.
The II-D Partnership sold certain oil and gas properties during 1999 and recognized a $36,944 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-D Partnership recognizing similar gains of $496,238.
The II-D Partnership recognized income from a gas contract settlement in the amount of $3,033,646 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $160,812 (17.0%) in 1999 as compared to 1998. This increase was primarily due to (i) a positive prior period lease operating expense adjustment made by
the operator on one significant well during 1999 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 42.6% in 1999 from 39.2% in 1998.
Depreciation, depletion, and amortization of oil and gas properties decreased $93,186 (18.0%) in 1999 as compared to 1998. This decrease was primarily due to two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 16.4% in 1999 from 21.5% in 1998. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization and the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.3% for 1999 from 15.5% for 1998.
The II-D Partnership achieved payout during the second quarter of 1999. After payout, operations and revenues for the II-D Partnership are allocated using after payout percentages included in the II-D Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
II-E Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $950,160 (52.5%) in 2000 as compared to 1999. Of this increase, approximately $279,000 and $848,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $151,000 related to a decrease in volumes of oil sold. Volumes of oil and gas sold decreased 8,644 barrels and 12,920 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the sale of one significant well during late 2000, and (iii) a negative prior period volume adjustment made by the operator on one significant well during 2000. Average oil and gas prices increased to $29.24 per barrel and $3.38 per Mcf, respectively, in 2000 from $17.49 per barrel and $1.99 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $21,176 (3.8%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 21.0% in 2000 from 30.8% in 1999. 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 $5,639 (1.6%) in 2000 as compared to 1999. This increase was primarily due to one significant well being fully depleted in 2000 due to the lack of remaining economically recoverable reserves. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of oil and gas sales, this expense decreased to 13.1% in 2000 from 19.7% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,668 (1.0%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 9.9% in 2000 from 14.9% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $24,776,574 or 108.28% of Limited Partners' capital contributions.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $106,262 (6.2%) in 1999 as compared to 1998. Of this increase, approximately $135,000 and $83,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $69,000 and $43,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,156 barrels and 23,279 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on three significant wells in 1998. Average oil and gas prices increased to $17.49 per barrel and $1.99 per Mcf, respectively, in 1999 from $13.31 per barrel and $1.86 per Mcf, respectively, in 1998.
Interest income decreased $85,309 (85.5%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on gas contract settlement proceeds. There were no similar amounts invested during 1999.
The II-E Partnership recognized income from a gas contract settlement in the amount of $6,159,355 during 1998. This
settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $114,601 (17.0%) in 1999 as compared to 1998. This decrease was primarily due to (i) workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses decreased to 30.8% in 1999 from 39.5% in 1998. This percentage decrease was primarily due to the workover expenses incurred in 1998 and the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $187,837 (34.5%) in 1999 as compared to 1998. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 19.7% in 1999 from 31.9% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $5,944 (2.2%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.9% in 1999 from 16.2% in 1998.
The II-E Partnership achieved payout during the third quarter of 1999. After payout, operations and revenues for the II-E Partnership are allocated using after payout percentages included in the II-E Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
II-F Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $647,923 (38.9%) in 2000 as compared to 1999. Of this increase, approximately $290,000 and $688,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $161,000 and $169,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 9,684 barrels and 88,415 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes
of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on one significant well during 1999 and normal declines in production. Average oil and gas prices increased to $28.14 per barrel and $3.34 per Mcf, respectively, in 2000 from $16.64 per barrel and $1.91 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $38,732 (8.6%) in 2000 as compared to 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during 1999, and (iii) the sale of one significant well during late 1999. These decreases were 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 17.8% in 2000 from 27.1% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $93,251 (30.4%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of oil and gas sales, this expense decreased to 9.2% in 2000 from 18.4% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $2,398 (1.2%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 8.8% in 2000 from 12.1% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $19,040,051 or 111.09% of Limited Partners' capital contributions.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $220,534 (15.3%) in 1999 as compared to 1998. Of this increase, approximately $116,000 and $35,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $97,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $27,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 2,056
barrels, while volumes of gas sold increased 52,465 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.64 per barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.84 per Mcf, respectively, in 1998.
The II-F Partnership sold certain oil and gas properties during 1999 and recognized a $565 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-F Partnership recognizing similar gains totaling $657,881.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $52,933 (13.3%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and gas sales, these expenses remained relatively consistent at 27.1% in 1999 and 27.6% in 1998.
Depreciation, depletion, and amortization of oil and gas properties decreased $53,879 (14.9%) in 1999 as compared to 1998. This decrease was primarily due to (i) two significant wells being fully depleted in 1998 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, 1999. As a percentage of oil and gas sales, this expense decreased to 18.4% in 1999 from 25.0% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.1% in 1999 from 14.0% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales.
The II-F Partnership achieved payout during the first quarter of 1999. After payout, operations and revenues for the II-F Partnership are allocated using the after payout percentages included in the II-F Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
II-G Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $1,387,976 (39.3%) in 2000 as compared to 1999. Of this increase, approximately $610,000 and $1,461,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $341,000 and $342,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 20,554 barrels and 179,062 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on one significant well during 1999 and normal declines in production. Average oil and gas prices increased to $28.14 per barrel and $3.33 per Mcf, respectively, in 2000 from $16.58 per barrel and $1.91 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $79,893 (8.3%) in 2000 as compared to 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during 1999, and (iii) the sale of one significant well during late 1999. These decreases were 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 18.0% in 2000 from 27.4% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $202,798 (30.7%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a percentage of oil and gas sales, this expense decreased to 9.3% in 2000 from 18.7% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 9.0% in 2000 from 12.4% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $39,463,371 or 106.03% of Limited Partners' capital contributions. The II-G Partnership achieved payout during the first quarter of 2000. After payout, operations and revenues for the II-G Partnership are allocated using the after payout percentages included in the II-G Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $455,144 (14.8%) in 1999 as compared to 1998. Of this increase, approximately $239,000 and $77,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $193,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $54,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 4,060 barrels, while volumes of gas sold increased 104,549 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.58 per barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.85 per Mcf, respectively, in 1998.
The II-G Partnership sold certain oil and gas properties during 1999 and recognized a $1,063 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-G Partnership recognizing similar gains totaling $1,374,966.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $112,530 (13.2%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and gas sales, these expenses decreased to 27.4% in 1999 from 27.8% in 1998.
Depreciation, depletion, and amortization of oil and gas properties decreased $118,629 (15.2%) in 1999 as compared to 1998. This decrease was primarily due to (i) two significant wells being fully depleted in 1998 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, 1999. As a
percentage of oil and gas sales, this expense decreased to 18.7% in 1999 from 25.3% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.4% in 1999 from 14.3% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales.
II-H Partnership ----------------
Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 --------------------------------------
Total oil and gas sales increased $325,359 (38.9%) in 2000 as compared to 1999. Of this increase, approximately $141,000 and $344,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $79,000 and $81,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 4,758 barrels and 42,234 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to normal declines in production. The decrease in volumes of gas sold was primarily due to a positive prior period volume adjustment made by the operator on one significant well during 1999 and normal declines in production. Average oil and gas prices increased to $28.13 per barrel and $3.33 per Mcf, respectively, in 2000 from $16.62 per barrel and $1.92 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and production taxes) decreased $18,704 (8.0%) in 2000 as compared to 1999. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments made by the operator on several wells during 1999, and (iii) the sale of one significant well during late 1999. These decreases were 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 18.4% in 2000 from 27.8% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties decreased $50,028 (31.8%) in 2000 as compared to 1999. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 2000. As a
percentage of oil and gas sales, this expense decreased to 9.2% in 2000 from 18.8% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses increased $2,339 (2.2%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 9.5% in 2000 from 12.9% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31, 2000 totaling $9,209,364 or 100.42% of Limited Partners' capital contributions. The II-H Partnership achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the II-H Partnership are allocated using after payout percentages included in the II-H Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners.
Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 --------------------------------------
Total oil and gas sales increased $103,314 (14.1%) in 1999 as compared to 1998. Of this increase, approximately $56,000 and $19,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $40,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $12,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 923 barrels, while volumes of gas sold increased 21,387 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.62 per barrel and $1.92 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.86 per Mcf, respectively, in 1998.
The II-H Partnership sold certain oil and gas properties during 1999 and recognized a $421 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-H Partnership recognizing similar gains totaling $317,342.
Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,195 (13.2%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and
gas sales, these expenses decreased to 27.8% in 1999 from 28.0% in 1998.
Depreciation, depletion, and amortization of oil and gas properties decreased $21,665 (12.1%) in 1999 as compared to 1998. This decrease was primarily due to (i) two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 18.8% in 1999 from 24.4% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.9% in 1999 from 14.7% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2000, 1999, and 1998. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above.
2000 Compared to 1999 ---------------------
Average Sales Prices - --------------------------------------------------------------------------- P/ship 2000 1999 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ---
II-A $27.49 $3.59 $16.25 $2.09 69% 72% II-B 27.44 3.54 16.18 2.04 70% 74% II-C 27.82 3.51 16.68 2.00 67% 76% II-D 27.84 3.41 16.43 2.02 69% 69% II-E 29.24 3.38 17.49 1.99 67% 70% II-F 28.14 3.34 16.64 1.91 69% 75% II-G 28.14 3.33 16.58 1.91 70% 74% II-H 28.13 3.33 16.62 1.92 69% 73%
Production Volumes - ---------------------------------------------------------------------------- P/ship 2000 1999 % Change - ------ -------------------- ------------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ --------- ------ --------- ------ -----
II-A 77,024 1,003,723 84,033 1,149,550 ( 8%) (13%) II-B 52,155 707,543 56,749 870,203 ( 8%) (19%) II-C 16,424 398,166 17,691 500,545 ( 7%) (20%) II-D 32,648 836,567 33,890 1,010,194 ( 4%) (17%) II-E 23,708 611,642 32,352 624,562 (27%) ( 2%) II-F 25,175 480,967 34,859 569,382 (28%) (16%) II-G 52,807 1,031,148 73,361 1,210,210 (28%) (15%) II-H 12,297 245,490 17,055 287,724 (28%) (15%)
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 2000 1999 % Change ------ ----- ----- --------
II-A $5.81 $4.71 23% II-B 5.85 4.76 23% II-C 4.89 4.35 12% II-D 5.45 5.47 - II-E 4.61 4.09 13% II-F 3.92 3.48 13% II-G 3.94 3.51 12% II-H 4.02 3.58 12%
1999 Compared to 1998 ---------------------
Average Sales Prices - -------------------------------------------------------------------------- P/ship 1999 1998 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ---
II-A $16.25 $2.09 $12.38 $1.98 31% 6% II-B 16.18 2.04 13.43 1.97 20% 4% II-C 16.68 2.00 13.33 1.91 25% 5% II-D 16.43 2.02 12.65 1.87 30% 8% II-E 17.49 1.99 13.31 1.86 31% 7% II-F 16.64 1.91 13.32 1.84 25% 4% II-G 16.58 1.91 13.32 1.85 24% 3% II-H 16.62 1.92 13.32 1.86 25% 3%
Production Volumes - ----------------------------------------------------------------------------- P/ship 1999 1998 % Change - ------ -------------------- ------------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ --------- ------ --------- ------ -----
II-A 84,033 1,149,550 86,428 1,433,552 ( 3%) (20%) II-B 56,749 870,203 53,095 904,066 7% ( 4%) II-C 17,691 500,545 16,806 478,643 5% 5% II-D 33,890 1,010,194 37,733 1,034,372 (10%) ( 2%) II-E 32,352 624,562 37,508 647,841 (14%) ( 4%) II-F 34,859 569,382 36,915 516,917 ( 6%) 10% II-G 73,361 1,210,210 77,421 1,105,661 ( 5%) 9% II-H 17,055 287,724 17,978 266,337 ( 5%) 8%
Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 1999 1998 % Change ------ ----- ----- --------
II-A $4.71 $5.45 (14%) II-B 4.76 5.36 (11%) II-C 4.35 4.42 ( 2%) II-D 5.47 4.50 22% II-E 4.09 4.62 (11%) II-F 3.48 3.24 7% II-G 3.51 3.26 7% II-H 3.58 3.29 9%
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, or where methods are employed to permit more efficient recovery of reserves, thereby resulting in a positive economic impact. Assuming 2000 production levels for future years, the Partnerships proved reserve quantities at December 31, 2000 would have the following remaining lives:
Partnership Gas-Years Oil-Years ----------- --------- ---------
II-A 6.7 7.1 II-B 6.8 6.9 II-C 8.5 7.7 II-D 9.9 7.8 II-E 6.6 9.7 II-F 6.6 10.7 II-G 6.6 10.7 II-H 6.7 10.7
These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. Any decrease from the high oil and gas prices at December 31, 2000 may cause a decrease in the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties and there should be no further material capital resource commitments in the future. Occasional expenditures for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production.
The Partnerships sold certain oil and gas properties during 2000, 1999, and 1998. The sale of the Partnerships' properties were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties were distributed to the Partnerships and included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sale of oil and gas properties during 2000, 1999, and 1998, were as follows:
Partnership 2000 1999 1998 ----------- --------- --------- ----------
II-A $ 99,721 $14,441 $ 787,854 II-B 257,751 39,541 82,454 II-C 113,746 9,704 250,629 II-D 723,535 36,944 669,933 II-E 171,330 27,869 357,625 II-F 92,073 8,302 717,792 II-G 193,656 17,979 1,503,817 II-H 45,271 4,342 345,716
The General Partner believes that the sale of these properties will be beneficial to the Partnerships in the long-term since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold.
In August 1999, the II-A Partnership received insurance settlement proceeds in the amount of $202,500 for the costs incurred to drill the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana for the purpose of relieving pressure in another well which suffered a blowout during a workover attempt. This well was completed as a producing gas well in 1998. The insurance proceeds amount was included in the II-A Partnership's August 1999 cash distribution.
On July 30, 1998 the II-A, II-B, II-C, II-D, and II-E Partnerships and certain other related parties reached a settlement with a gas purchaser involving claims for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. As a result of this settlement, such Partnerships received the following settlement amounts:
Settlement Per Partnership Amount Unit ----------- ---------- ------
II-A $1,710,190 $ 3.53 II-B 2,793,295 7.72 II-C 1,197,148 7.74 II-D 3,033,646 9.63 II-E 6,159,355 26.92
The settlement amounts were included in the Partnerships' November 1998 cash distributions.
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.
The Partnerships will terminate on December 31, 2001 in accordance with the Partnership Agreements. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report, the General Partner has not determined whether to extend the term of any Partnership.
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 2000. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History."
ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14 hereof.
ITEM 9.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following individuals are directors and executive officers of the General Partner. The business address of such director and executive officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner ---------------- --- --------------------------------
Dennis R. Neill 48 President and Director
Judy K. Fox 49 Secretary
The director will hold office until the next annual meeting of shareholders of Geodyne or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 2000 of reports required under Section 16 of the Securities Exchange Act of 1934.
ITEM 11.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership during 2000, 1999, and 1998, is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements.
Partnership 2000 1999 1998 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2000, 1999, and 1998:
Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well.
ITEM 12.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of the Units as of February 1, 2001 by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ ------------------
II-A Partnership: - ---------------- Samson Resources Company 109,605 (22.6%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 109,605 (22.6%)
II-B Partnership: - ---------------- Samson Resources Company 76,700 (21.2%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 76,700 (21.2%)
II-C Partnership: - ---------------- Samson Resources Company 42,172 (27.3%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 42,172 (27.3%)
II-D Partnership: - ---------------- Samson Resources Company 67,190 (21.3%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 67,190 (21.3%)
II-E Partnership: - ---------------- Samson Resources Company 57,381 (25.1%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 57,381 (25.1%)
II-F Partnership: - ---------------- Samson Resources Company 35,192 (20.5%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 35,192 (20.5%)
II-G Partnership: - ---------------- Samson Resources Company 60,399 (16.2%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 60,399 (16.2%)
II-H Partnership: - ---------------- Samson Resources Company 20,901 (22.8%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 20,901 (22.8%)
ITEM 13.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in
conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnership who provide services to the Partnership have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson.
PART IV.
ITEM 14.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership II-A Geodyne Energy Income Limited Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Energy Income Limited Partnership II-H
as of December 31, 2000 and 1999 and for each of the three years in the period ended December 31, 2000 are filed as part of this report:
Report of Independent Accountants Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Partners' Capital (Deficit) Combined Statements of Cash Flows Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date File No. ----------- ------------ --------
II-A November 18, 1987 0-16388 II-B November 19, 1987 0-16405 II-C August 5, 1988 0-16981 II-D August 5, 1988 0-16980 II-E November 17, 1988 0-17320 II-F June 5, 1989 0-17799 II-G June 5, 1989 0-17802 II-H February 20, 1990 0-18305
4.2 The Agreements of Partnership for the following Production Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date ----------- -----------
II-A November 18, 1987 II-B November 19, 1987 II-C August 5, 1988 II-D August 5, 1988 II-E November 17, 1988 II-F June 5, 1989 II-G June 5, 1989 II-H February 20, 1990
4.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.8 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.10 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.11 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.13 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
* 23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
* 23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
* 23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C.
* 23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D.
* 23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E.
* 23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F.
* 23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G.
* 23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2000:
None.
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized.
Geodyne Energy Income Limited Partnership II-A Geodyne Energy Income Limited Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Energy Income Limited Partnership II-H
By: GEODYNE RESOURCES, INC. General Partner
February 23, 2001
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 February 23, 2001 ------------------- Director (Principal Dennis R. Neill Executive Officer)
//s//Patrick M. Hall (Principal February 23, 2001 ------------------- Financial and Patrick M. Hall Accounting Officer)
//s// Judy K. Fox Secretary February 23, 2001 ------------------- Judy K. Fox
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma limited partnership, and Geodyne Production Partnership II-A, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $1,070,734 $ 723,978 Accounts receivable: Oil and gas sales 1,042,022 702,392 --------- --------- Total current assets $2,112,756 $1,426,370
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,827,525 3,541,487
DEFERRED CHARGE 813,560 732,855 --------- --------- $5,753,841 $5,700,712 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 169,414 $ 112,953 Gas imbalance payable 103,856 123,801 --------- --------- Total current liabilities $ 273,270 $ 236,754
ACCRUED LIABILITY $ 252,704 $ 221,438
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 333,839) ($ 380,195) Limited Partners, issued and outstanding, 484,283 Units 5,561,706 5,622,715 --------- --------- Total Partners' capital $5,227,867 $5,242,520 --------- --------- $5,753,841 $5,700,712 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Operations For the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998 ---------- ---------- ----------
REVENUES: Oil and gas sales $5,718,890 $3,762,931 $3,911,823 Interest income 43,440 18,160 55,219 Gain on sale of oil and gas properties 87,841 6,465 685,375 Insurance settlement income - 202,500 - Gas contract settlement income - - 1,710,190 --------- --------- --------- $5,850,171 $3,990,056 $6,362,607
COSTS AND EXPENSES: Lease operating $1,097,459 $1,082,603 $1,532,475 Production tax 321,511 215,157 240,522 Depreciation, depletion, and amortization of oil and gas properties 785,707 599,790 799,874 Impairment provision - - 164,111 General and administrative 573,982 571,548 573,597 --------- --------- --------- $2,778,659 $2,469,098 $3,310,579 --------- --------- --------- NET INCOME $3,071,512 $1,520,958 $3,052,028 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 373,521 $ 99,132 $ 188,400 ========= ========= =========
LIMITED PARTNERS - NET INCOME $2,697,991 $1,421,826 $2,863,628 ========= ========= =========
NET INCOME per Unit $ 5.57 $ 2.94 $ 5.91 ========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------- ---------- -------------
Balance, Dec. 31, 1997 $ 7,350,261 ($387,587) $ 6,962,674 Net income 2,863,628 188,400 3,052,028 Cash distributions ( 4,744,000) ( 218,149) ( 4,962,149) ---------- ------- ----------
Balance, Dec. 31, 1998 $ 5,469,889 ($417,336) $ 5,052,553 Net income 1,421,826 99,132 1,520,958 Cash distributions ( 1,269,000) ( 61,991) ( 1,330,991) ---------- ------- ----------
Balance, Dec. 31, 1999 $ 5,622,715 ($380,195) $ 5,242,520 Net income 2,697,991 373,521 3,071,512 Cash distributions ( 2,759,000) ( 327,165) ( 3,086,165) ---------- ------- ----------
Balance, Dec. 31, 2000 $ 5,561,706 ($333,839) $ 5,227,867 ========== ======= ==========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE PRODUCTION PARTNERSHIP II-B
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma limited partnership, and Geodyne Production Partnership II-B, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 714,162 $ 372,838 Accounts receivable: Oil and gas sales 728,372 512,039 --------- --------- Total current assets $1,442,534 $ 884,877
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,530,002 2,259,415
DEFERRED CHARGE 204,209 230,320 --------- --------- $3,176,745 $3,374,612 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 128,102 $ 89,312 Gas imbalance payable 17,720 21,890 --------- --------- Total current liabilities $ 145,822 $ 111,202
ACCRUED LIABILITY $ 87,878 $ 97,529
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 269,807) ($ 290,773) Limited Partners, issued and outstanding, 361,719 Units 3,212,852 3,456,654 --------- --------- Total Partners' capital $2,943,045 $3,165,881 --------- --------- $3,176,745 $3,374,612 ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Operations For the Years Ended December 31, 2000, 1999, and 1998
2000 1999 1998 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,937,680 $2,693,717 $2,492,043 Interest income 29,499 9,475 50,430 Gain on sale of oil and gas properties 248,993 21,562 65,551 Gas contract settlement income - - 2,793,295 --------- --------- --------- $4,216,172 $2,724,754 $5,401,319
COSTS AND EXPENSES: Lease operating $ 771,307 $ 785,484 $ 938,926 Production tax 224,174 174,652 153,573 Depreciation, depletion, and amortization of oil and gas properties 787,991 338,190 532,041 General and administrative 429,630 426,100 430,272 --------- --------- --------- $2,213,102 $1,724,426 $2,054,812 --------- --------- --------- NET INCOME $2,003,070 $1,000,328 $3,346,507 ========= ========= =========
GENERAL PARTNER - NET INCOME $ 163,872 $ 63,070 $ 186,085 ========= ========= =========
LIMITED PARTNERS - NET INCOME $1,839,198 $ 937,258 $3,160,422 ========= ========= =========
NET INCOME per Unit $ 5.08 $ 2.59 $ 8.74 ========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719 ========= ========= =========
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------ --------- -----------
Balance, Dec. 31, 1997 $4,464,974 ($305,223) $4,159,751 Net income 3,160,422 186,085 3,346,507 Cash distributions ( 4,316,000) ( 201,096) ( 4,517,096) --------- ------- ---------
Balance, Dec. 31, 1998 $3,309,396 ($320,234) $2,989,162 Net income 937,258 63,070 1,000,328 Cash distributions ( 790,000) ( 33,609) ( 823,609) --------- ------- ---------
Balance, Dec. 31, 1999 $3,456,654 ($290,773) $3,165,881 Net income 1,839,198 163,872 2,003,070 Cash distributions ( 2,083,000) ( 142,906) ( 2,225,906) --------- ------- ---------
Balance, Dec. 31, 2000 $3,212,852 ($269,807) $2,943,045 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE PRODUCTION PARTNERSHIP II-C
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma limited partnership, and Geodyne Production Partnership II-C, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 412,356 $ 204,820 Accounts receivable: Oil and gas sales 350,577 244,751 --------- --------- Total current assets $ 762,933 $ 449,571
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 878,906 1,225,550
DEFERRED CHARGE 130,095 129,664 --------- --------- $1,771,934 $1,804,785 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 21,688 $ 38,355 Gas imbalance payable 15,380 20,300 --------- --------- Total current liabilities $ 37,068 $ 58,655
ACCRUED LIABILITY $ 54,138 $ 54,063
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 105,478) ($ 119,145) Limited Partners, issued and outstanding, 154,621 Units 1,786,206 1,811,212 --------- --------- Total Partners' capital $1,680,728 $1,692,067 --------- --------- $1,771,934 $1,804,785 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1997 $2,458,089 ($123,277) $2,334,812 Net income 1,583,504 95,091 1,678,595 Cash distributions ( 2,276,000) ( 105,078) ( 2,381,078) --------- ------- ---------
Balance, Dec. 31, 1998 $1,765,593 ($133,264) $1,632,329 Net income 435,619 65,752 501,371 Cash distributions ( 390,000) ( 51,633) ( 441,633) --------- ------- ---------
Balance, Dec. 31, 1999 $1,811,212 ($119,145) $1,692,067 Net income 886,994 132,143 1,019,137 Cash distributions ( 912,000) ( 118,476) ( 1,030,476) --------- ------- ---------
Balance, Dec. 31, 2000 $1,786,206 ($105,478) $1,680,728 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma limited partnership, and Geodyne Production Partnership II-D, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $1,432,990 $ 547,528 Accounts receivable: Oil and gas sales 703,180 461,491 --------- --------- Total current assets $2,136,170 $1,009,019
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,737,343 2,315,758
DEFERRED CHARGE 397,689 415,812 --------- --------- $4,271,202 $3,740,589 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 54,672 $ 76,408 Gas imbalance payable 74,121 114,149 --------- --------- Total current liabilities $ 128,793 $ 190,557
ACCRUED LIABILITY $ 154,927 $ 146,343
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 180,437) ($ 236,260) Limited Partners, issued and outstanding, 314,878 Units 4,167,919 3,639,949 --------- --------- Total Partners' capital $3,987,482 $3,403,689 --------- --------- $4,271,202 $3,740,589 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1997 $5,572,122 ($224,003) $5,348,119 Net income 3,942,172 225,825 4,167,997 Cash distributions ( 5,696,000) ( 249,004) ( 5,945,004) --------- ------- ---------
Balance, Dec. 31, 1998 $3,818,294 ($247,182) $3,571,112 Net income 640,655 106,047 746,702 Cash distributions ( 819,000) ( 95,125) ( 914,125) --------- ------- ---------
Balance, Dec. 31, 1999 $3,639,949 ($236,260) $3,403,689 Net income 2,287,970 291,859 2,579,829 Cash distributions ( 1,760,000) ( 236,036) ( 1,996,036) --------- ------- ---------
Balance, Dec. 31, 2000 $4,167,919 ($180,437) $3,987,482 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma limited partnership, and Geodyne Production Partnership II-E, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------
CURRENT ASSETS: Cash and cash equivalents $ 511,025 $ 450,833 Accounts receivable: Oil and gas sales 541,215 319,501 --------- --------- Total current assets $1,052,240 $ 770,334
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,652,204 2,035,168
DEFERRED CHARGE 204,138 216,068 --------- --------- $2,908,582 $3,021,570 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 29,489 $ 48,834 Gas imbalance payable 22,545 151,074 --------- --------- Total current liabilities $ 52,034 $ 199,908
ACCRUED LIABILITY $ 35,904 $ 42,252
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 133,047) ($ 162,586) Limited Partners, issued and outstanding, 228,821 Units 2,953,691 2,941,996 --------- --------- Total Partners' capital $2,820,644 $2,779,410 --------- --------- $2,908,582 $3,021,570 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ----------- ---------- -----------
Balance, Dec. 31, 1997 $4,094,575 ($172,017) $3,922,558 Net income 6,442,294 356,722 6,799,016 Cash distributions ( 7,371,000) ( 358,011) ( 7,729,011) --------- ------- ---------
Balance, Dec. 31, 1998 $3,165,869 ($173,306) $2,992,563 Net income 588,127 76,030 664,157 Cash distributions ( 812,000) ( 65,310) ( 877,310) --------- ------- ---------
Balance, Dec. 31, 1999 $2,941,996 ($162,586) $2,779,410 Net income 1,504,695 200,766 1,705,461 Cash distributions ( 1,493,000) ( 171,227) ( 1,664,227) --------- ------- ---------
Balance, Dec. 31, 2000 $2,953,691 ($133,047) $2,820,644 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma limited partnership, and Geodyne Production Partnership II-F, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 441,154 $ 280,098 Accounts receivable: Oil and gas sales 440,181 286,995 --------- --------- Total current assets $ 881,335 $ 567,093
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,597,803 1,792,192
DEFERRED CHARGE 34,659 34,366 --------- --------- $2,513,797 $2,393,651 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 21,902 $ 27,269 Gas imbalance payable 7,439 5,208 --------- --------- Total current liabilities $ 29,341 $ 32,477
ACCRUED LIABILITY $ 12,341 $ 22,508
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 101,577) ($ 112,893) Limited Partners, issued and outstanding, 171,400 Units 2,573,692 2,451,559 --------- --------- Total Partners' capital $2,472,115 $2,338,666 --------- --------- $2,513,797 $2,393,651 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------ ---------- ------------
Balance, Dec. 31, 1997 $3,590,805 ($143,355) $3,447,450 Net income 1,088,453 71,519 1,159,972 Cash distributions ( 2,114,000) ( 72,927) ( 2,186,927) --------- ------- ---------
Balance, Dec. 31, 1998 $2,565,258 ($144,763) $2,420,495 Net income 615,301 98,196 713,497 Cash distributions ( 729,000) ( 66,326) ( 795,326) --------- ------- ---------
Balance, Dec. 31, 1999 $2,451,559 ($112,893) $2,338,666 Net income 1,405,133 175,647 1,580,780 Cash distributions ( 1,283,000) ( 164,331) ( 1,447,331) --------- ------- ---------
Balance, Dec. 31, 2000 $2,573,692 ($101,577) $2,472,115 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma limited partnership, and Geodyne Production Partnership II-G, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 934,304 $ 633,816 Accounts receivable: Oil and gas sales 935,211 605,936 --------- --------- Total current assets $1,869,515 $1,239,752
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,439,338 3,857,776
DEFERRED CHARGE 76,673 77,306 --------- --------- $5,385,526 $5,174,834 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 47,021 $ 58,877 Gas imbalance payable 16,142 11,288 --------- --------- Total current liabilities $ 63,163 $ 70,165
ACCRUED LIABILITY $ 31,272 $ 52,863
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 212,913) ($ 266,026) Limited Partners, issued and outstanding, 372,189 Units 5,504,004 5,317,832 --------- --------- Total Partners' capital $5,291,091 $5,051,806 --------- --------- $5,385,526 $5,174,834 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------- ---------- -------------
Balance, Dec. 31, 1997 $7,690,992 ($312,392) $7,378,600 Net income 2,266,451 150,050 2,416,501 Cash distributions ( 4,445,000) ( 142,543) ( 4,587,543) --------- ------- ---------
Balance, Dec. 31, 1998 $5,512,443 ($304,885) $5,207,558 Net income 1,382,389 99,665 1,482,054 Cash distributions ( 1,577,000) ( 60,806) ( 1,637,806) --------- ------- ---------
Balance, Dec. 31, 1999 $5,317,832 ($266,026) $5,051,806 Net income 2,967,172 371,389 3,338,561 Cash distributions ( 2,781,000) ( 318,276) ( 3,099,276) --------- ------- ---------
Balance, Dec. 31, 2000 $5,504,004 ($212,913) $5,291,091 ========= ======= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H
In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma limited partnership, and Geodyne Production Partnership II-H, an Oklahoma general partnership, at December 31, 2000 and 1999, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2000, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma February 8, 2001
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 2000 and 1999
ASSETS ------
2000 1999 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 229,651 $ 147,018 Accounts receivable: Oil and gas sales 223,004 143,876 --------- --------- Total current assets $ 452,655 $ 290,894
NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 807,844 906,816
DEFERRED CHARGE 17,788 18,072 --------- --------- $1,278,287 $1,215,782 ========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) -------------------------------------------
CURRENT LIABILITIES: Accounts payable $ 11,405 $ 14,504 Gas imbalance payable 3,993 2,789 --------- --------- Total current liabilities $ 15,398 $ 17,293
ACCRUED LIABILITY $ 6,007 $ 11,016
PARTNERS' CAPITAL (DEFICIT): General Partner ($ 54,632) ($ 66,614) Limited Partners, issued and outstanding, 91,711 Units 1,311,514 1,254,087 --------- --------- Total Partners' capital $1,256,882 $1,187,473 --------- --------- $1,278,287 $1,215,782 ========= =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2000, 1999, and 1998
Limited General Partners Partner Total ------------ --------- ------------
Balance, Dec. 31, 1997 $1,807,223 ($78,796) $1,728,427 Net income 532,166 35,089 567,255 Cash distributions ( 1,033,000) ( 31,924) ( 1,064,924) --------- ------ ---------
Balance, Dec. 31, 1998 $1,306,389 ($75,631) $1,230,758 Net income 319,698 23,260 342,958 Cash distributions ( 372,000) ( 14,243) ( 386,243) --------- ------ ---------
Balance, Dec. 31, 1999 $1,254,087 ($66,614) $1,187,473 Net income 722,427 56,035 778,462 Cash distributions ( 665,000) ( 44,053) ( 709,053) --------- ------ ---------
Balance, Dec. 31, 2000 $1,311,514 ($54,632) $1,256,882 ========= ====== =========
The accompanying notes are an integral part of these combined financial statements.
The accompanying notes are an integral part of these combined financial statements.
GEODYNE ENERGY INCOME PROGRAM II Notes to Combined Financial Statements For the Years Ended December 31, 2000, 1999, and 1998
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. is the general partner of each Partnership. Each Partnership is a general partner in the related Geodyne Production Partnership (the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions.
Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300 II-B October 14,1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100
The Partnerships will terminate on December 31, 2001 in accordance with the partnership agreements for the Partnerships. However, such partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of these financial statements, the General Partner has not determined whether to extend the term of any Partnership.
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, 2000:
Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 109,605 22.6% II-B 76,700 21.2% II-C 42,172 27.3% II-D 67,190 21.3% II-E 57,381 25.1% II-F 35,192 20.5% II-G 60,399 16.2% II-H 20,901 22.8%
The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas reserves are being sold regionally on the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells under short-term purchase contracts at prevailing arrangements which are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited partnership agreement and each Production Partnership's partnership agreement (collectively, the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1) ------------------ ------------------ General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(2) - ------------------------ Sales commissions, pay- ment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(3) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(3) 5% 95% 15% 85%
Income(2) - ----------------------- Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(3) 5% 95% 15% 85% Gain on sale of produc- ing properties(3) 5% 95% 15% 85% All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total original Limited Partner subscriptions. (2) The allocations in the table result generally from the combined effect of the allocation provisions in the Partnership Agreements. For example, the costs incurred in development drilling are allocated 95.9596% to the limited partnership and 4.0404% to the managing partner. The 95.9596% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 95% of such costs and the General Partner is allocated 5% of such costs. (3) If at payout the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the general partner and managing partner will increase to only 10% and the percentage allocated to the Limited Partners will decrease to only 90%. Thereafter, if the
distribution to Limited Partners reaches an average annual rate of 12% the allocation will change to 15% to the general partner and managing partner and 85% to the Limited Partners.
The II-C Partnership achieved payout during the fourth quarter of 1998. The II-D, II-E, and II-F Partnerships achieved payout during the second, third, and first quarters of 1999, respectively. The II-A and II-G Partnerships achieved payout during the first quarter of 2000, and the II-B and II-H Partnerships achieved payout during the fourth quarter of 2000. After payout, operations and revenues for the Partnerships have been and will be allocated using the 10% / 90% after payout percentages as described in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net
cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Leasehold impairment for unproved properties is based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties.
Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. The depreciation, depletion, and amortization rates per equivalent barrel of oil produced during the years ended December 31, 2000, 1999, and 1998, were as follows:
Partnership 2000 1999 1998 ----------- ----- ----- -----
II-A $3.22 $2.18 $2.46 II-B 4.63 1.68 2.61 II-C 4.24 1.78 2.55 II-D 2.42 2.11 2.47 II-E 2.88 2.61 3.74 II-F 2.03 2.36 2.93 II-G 2.04 2.40 2.98 II-H 2.02 2.42 2.87
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 at the field level. If the unamortized costs of oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. During 1998, the II-A Partnership recorded a non-cash charge of $164,111 against earnings (impairment provisions). No other impairment provisions were recorded by the Partnerships during the three years ended December 31, 2000.
The risk that the Partnerships will be required to record similar 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 of the annual production costs per Mcf. At December 31, 2000 and 1999, 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:
2000 1999 ---------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 712,025 $813,560 785,230 $732,855 II-B 191,404 204,209 239,418 230,320 II-C 181,140 130,095 198,567 129,664 II-D 514,941 397,689 534,394 415,812 II-E 321,477 204,138 330,480 216,068 II-F 62,013 34,659 57,459 34,366 II-G 137,283 76,673 128,266 77,306 II-H 31,311 17,788 29,495 18,072
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 of the annual production costs per Mcf. At December 31, 2000 and 1999, 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:
2000 1999 -------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------
II-A 221,166 $252,704 237,263 $221,438 II-B 82,368 87,878 101,382 97,529 II-C 75,380 54,138 82,792 54,063 II-D 200,605 154,927 188,077 146,343 II-E 56,542 35,904 64,625 42,252 II-F 22,081 12,341 37,632 22,508 II-G 55,992 31,272 87,710 52,863 II-H 10,573 6,007 17,979 11,016
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. At December 31, 2000 and 1999 total sales exceeded the Partnerships' share of estimated total gas reserves as follows:
2000 1999 -------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------ -------- ------- --------
II-A 69,237 $103,856 82,534 $123,801 II-B 11,813 17,720 14,593 21,890 II-C 10,253 15,380 13,533 20,300 II-D 49,414 74,121 76,099 114,149 II-E 15,030 22,545 100,716 151,074 II-F 4,959 7,439 3,472 5,208 II-G 10,761 16,142 7,525 11,288 II-H 2,662 3,993 1,859 2,789
These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party.
The Partnerships have not entered into any hedging or derivative contracts in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred by the General Partner. When actual costs incurred benefit other partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2000, 1999, and 1998:
Partnership 2000 1999 1998 ----------- -------- -------- --------
II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540
Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for ten percent or more of each Partnership's combined oil and gas sales for the years ended December 31, 2000, 1999, and 1998:
Partnership Purchaser Percentage - ----------- ------------------------ ------------------------ 2000 1999 1998 ----- ----- ----- II-A El Paso Energy Marketing Company ("El Paso") 27.8% 29.3% 32.8% Amoco Production Company 17.2% 16.3% 13.0% Hallwood Petroleum, Inc. ("Hallwood') - - 10.1%
II-B El Paso 38.0% 37.6% 37.6% Hallwood 11.5% 13.6% 15.6% Amoco Production Company 10.4% - -
II-C El Paso 35.6% 35.4% 36.2%
II-D El Paso 28.6% 27.6% 28.4% Vintage Petroleum Inc. - 10.7% 10.9%
II-E El Paso 47.9% 46.3% 47.8%
II-F El Paso 20.7% 23.7% 30.8% Chevron U.S.A. Inc. ("Chevron") - 10.4% 13.2% Texaco Exploration and Production, Inc. ("Texaco") - 10.0% 12.7%
II-G El Paso 20.6% 23.5% 30.6% Chevron - 10.3% 13.0% Texaco - 10.1% 12.8%
II-H El Paso 20.7% 23.3% 30.2% Texaco - 10.2% 12.8% Chevron - - 12.6%
In the event of interruption of purchases by one or more of these significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2000 and 1999 were as follows:
II-A Partnership ---------------
2000 1999 ------------- -------------
Proved properties $30,686,730 $30,969,868
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 27,859,205) ( 27,428,381) ---------- ---------- Net oil and gas properties $ 2,827,525 $ 3,541,487 ========== ==========
II-B Partnership ----------------
2000 1999 ------------- -------------
Proved properties $20,445,020 $21,399,549
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 18,915,018) ( 19,140,134) ---------- ---------- Net oil and gas properties $ 1,530,002 $ 2,259,415 ========== ==========
II-C Partnership ----------------
2000 1999 ------------ -------------
Proved properties $8,992,289 $ 9,295,714
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 8,113,383) ( 8,070,164) --------- ---------- Net oil and gas properties $ 878,906 $ 1,225,550 ========= ==========
II-D Partnership ----------------
2000 1999 ------------- -------------
Proved properties $15,305,902 $16,790,252
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 13,568,559) ( 14,474,494) ---------- ---------- Net oil and gas properties $ 1,737,343 $ 2,315,758 ========== ==========
II-E Partnership ----------------
2000 1999 ------------- -------------
Proved properties $13,462,347 $14,907,547
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 11,810,143) ( 12,872,379) ---------- ---------- Net oil and gas properties $ 1,652,204 $ 2,035,168 ========== ==========
II-F Partnership ----------------
2000 1999 ------------- -------------
Proved properties $10,586,512 $11,059,749
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 8,988,709) ( 9,267,557) ---------- ---------- Net oil and gas properties $ 1,597,803 $ 1,792,192 ========== ==========
II-G Partnership ----------------
2000 1999 ------------- -------------
Proved properties $22,628,667 $23,632,847
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,189,329) ( 19,775,071) ---------- ---------- Net oil and gas properties $ 3,439,338 $ 3,857,776 ========== ==========
II-H Partnership ----------------
2000 1999 ------------- -------------
Proved properties $ 5,445,548 $ 5,681,892
Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 4,637,704) ( 4,775,076) --------- ---------- Net oil and gas properties $ 807,844 $ 906,816 ========= ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2000, 1999, and 1998. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2000, 1999, and 1998, were as follows:
Partnership 2000 1999 1998 ----------- ------- ------- --------
II-A $83,625 $39,957 $280,907 II-B 67,336 45,756 83,614 II-C 27,273 29,574 34,333 II-D 46,036 14,850 1,639 II-E 15,129 7,221 120,953 II-F 29,757 20,155 75,167 II-G 62,230 42,704 162,692 II-H 14,394 10,121 40,018
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States of America, for the periods indicated. The proved reserves at December 31, 2000, 1999, and 1998, were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott.
II-A Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 539,343 8,356,437 Production ( 86,428) (1,433,552) Sales of minerals in place ( 7,026) ( 512,403) Extensions and discoveries 14,823 335,915 Revision of previous estimates (100,249) 986,384 ------- ---------
Proved reserves, Dec. 31, 1998 360,463 7,732,781 Production ( 84,033) (1,149,550) Extensions and discoveries 3,888 28,864 Revision of previous estimates 449,713 435,306 ------- ---------
Proved reserves, Dec. 31, 1999 730,031 7,047,401 Production ( 77,024) (1,003,723) Sales of minerals in place ( 14,216) ( 8,706) Extensions and discoveries 12 16,357 Revision of previous estimates ( 90,400) 656,452 ------- --------- Proved reserves, Dec. 31, 2000 548,403 6,707,781 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 360,463 7,732,781 ======= ========= December 31, 1999 729,967 7,045,456 ======= ========= December 31, 2000 548,403 6,707,781 ======= =========
II-B Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 387,865 5,229,097 Production ( 53,095) ( 904,066) Sales of minerals in place ( 218) ( 70,834) Extensions and discoveries 14 93,326 Revision of previous estimates ( 94,739) 963,230 ------- ---------
Proved reserves, Dec. 31, 1998 239,827 5,310,753 Production ( 56,749) ( 870,203) Extensions and discoveries 6,352 47,148 Revision of previous estimates 262,357 785,597 ------- ---------
Proved reserves, Dec. 31, 1999 451,787 5,273,295 Production ( 52,155) ( 707,543) Sales of minerals in place ( 19,091) ( 6,778) Extensions and discoveries 8 3,084 Revision of previous estimates ( 18,716) 280,103 ------- --------- Proved reserves, Dec. 31, 2000 361,833 4,842,161 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 239,827 5,310,753 ======= =========
December 31, 1999 451,787 5,273,295 ======= =========
December 31, 2000 361,833 4,842,161 ======= =========
II-C Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 162,147 3,889,883 Production ( 16,806) ( 478,643) Sales of minerals in place ( 7,580) ( 252,950) Extensions and discoveries - 33,756 Revision of previous estimates ( 19,094) 411,699 ------- ---------
Proved reserves, Dec. 31, 1998 118,667 3,603,745 Production ( 17,691) ( 500,545) Extensions and discoveries 2,725 20,208 Revision of previous estimates 83,580 483,041 ------- ---------
Proved reserves, Dec. 31, 1999 187,281 3,606,449 Production ( 16,424) ( 398,166) Sales of minerals in place ( 28,896) ( 11,837) Revision of previous estimates ( 15,808) 194,596 ------- ---------
Proved reserves, Dec. 31, 2000 126,153 3,391,042 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 118,667 3,603,745 ======= =========
December 31, 1999 187,281 3,606,449 ======= =========
December 31, 2000 126,153 3,391,042 ======= =========
II-D Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 383,039 9,255,929 Production ( 37,733) (1,034,372) Sales of minerals in place ( 13,129) ( 478,907) Revision of previous estimates ( 75,195) 482,043 ------- ---------
Proved reserves, Dec. 31, 1998 256,982 8,224,693 Production ( 33,890) (1,010,194) Revision of previous estimates 314,019 1,272,422 ------- ---------
Proved reserves, Dec. 31, 1999 537,111 8,486,921 Production ( 32,648) ( 836,567) Sales of minerals in place (269,014) ( 79,651) Extensions and discoveries - 5,023 Revision of previous estimates 18,288 688,616 ------- ---------
Proved reserves, Dec. 31, 2000 253,737 8,264,342 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 256,982 8,224,693 ======= =========
December 31, 1999 537,111 8,486,921 ======= =========
December 31, 2000 253,737 8,264,342 ======= =========
II-E Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 237,194 5,074,002 Production ( 37,508) ( 647,841) Sales of minerals in place ( 12,363) ( 95,923) Extensions and discoveries 4,016 25,354 Revision of previous estimates ( 28,140) 104,040 ------- ---------
Proved reserves, Dec. 31, 1998 163,199 4,459,632 Production ( 32,352) ( 624,562) Revision of previous estimates 126,214 253,008 ------- ---------
Proved reserves, Dec. 31, 1999 257,061 4,088,078 Production ( 23,708) ( 611,642) Sales of minerals in place ( 9,137) ( 2,995) Extensions and discoveries 951 1,745 Revision of previous estimates 4,556 579,536 ------- ---------
Proved reserves, Dec. 31, 2000 229,723 4,054,722 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 163,199 4,459,632 ======= =========
December 31, 1999 257,061 4,088,078 ======= =========
December 31, 2000 229,723 4,054,722 ======= =========
II-F Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 315,819 3,944,059 Production ( 36,915) ( 516,917) Sales of minerals in place ( 30,197) ( 195,711) Extensions and discoveries 15,660 204,591 Revision of previous estimates ( 23,426) 189,290 ------- ---------
Proved reserves, Dec. 31, 1998 240,941 3,625,312 Production ( 34,859) ( 569,382) Sales of minerals in place ( 183) ( 1,546) Revision of previous estimates 82,817 160,740 ------- ---------
Proved reserves, Dec. 31, 1999 288,716 3,215,124 Production ( 25,175) ( 480,967) Sales of minerals in place ( 6,269) ( 8,348) Extensions and discoveries 4,355 198,944 Revision of previous estimates 7,483 234,113 ------- ---------
Proved reserves, Dec. 31, 2000 269,110 3,158,866 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 240,941 3,625,312 ======= =========
December 31, 1999 288,716 3,215,124 ======= =========
December 31, 2000 269,110 3,158,866 ======= =========
II-G Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 664,340 8,448,788 Production ( 77,421) (1,105,661) Sales of minerals in place ( 63,148) ( 412,018) Extensions and discoveries 33,192 439,223 Revision of previous estimates ( 49,470) 397,952 ------- ---------
Proved reserves, Dec. 31, 1998 507,493 7,768,284 Production ( 73,361) (1,210,210) Sales of minerals in place ( 414) ( 3,502) Revision of previous estimates 173,496 343,572 ------- ---------
Proved reserves, Dec. 31, 1999 607,214 6,898,144 Production ( 52,807) (1,031,148) Sales of minerals in place ( 13,212) ( 19,115) Extensions and discoveries 10,159 432,005 Revision of previous estimates 13,702 499,559 ------- ---------
Proved reserves, Dec. 31, 2000 565,056 6,779,445 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 507,493 7,768,284 ======= =========
December 31, 1999 607,214 6,898,144 ======= =========
December 31, 2000 565,056 6,779,445 ======= =========
II-H Partnership ----------------
Crude Natural Oil Gas (Barrels) (Mcf) --------- -----------
Proved reserves, Dec. 31, 1997 155,440 2,044,982 Production ( 17,978) ( 266,337) Sales of minerals in place ( 14,518) ( 96,575) Extensions and discoveries 7,874 106,568 Revision of previous estimates ( 11,652) 93,717 ------- ---------
Proved reserves, Dec. 31, 1998 119,166 1,882,355 Production ( 17,055) ( 287,724) Sales of minerals in place ( 110) ( 925) Revision of previous estimates 40,154 79,652 ------- ---------
Proved reserves, Dec. 31, 1999 142,155 1,673,358 Production ( 12,297) ( 245,490) Sales of minerals in place ( 3,113) ( 4,094) Extensions and discoveries 2,120 106,209 Revision of previous estimates 3,017 116,859 ------- ---------
Proved reserves, Dec. 31, 2000 131,882 1,646,842 ======= =========
PROVED DEVELOPED RESERVES:
December 31, 1998 119,166 1,882,355 ======= =========
December 31, 1999 142,155 1,673,358 ======= =========
December 31, 2000 131,882 1,646,842 ======= =========
Standardized Measure of Discounted Future Net Cash Flows of Proved Oil and Gas Reserves - Unaudited
The following tables set forth each of the Partnerships' estimated future net cash flows as of December 31, 2000 relating to proved oil and gas reserves based on the standardized measure as prescribed in SFAS No. 69:
Partnership ------------------------------ II-A II-B ------------- -------------
Future cash inflows $54,731,509 $38,193,621 Future production and development costs ( 12,630,008) ( 8,481,255) ---------- ----------
Future net cash flows $42,101,501 $29,712,366
10% discount to reflect timing of cash flows ( 15,934,210) ( 11,529,575) ---------- ----------
Standardized measure of discounted future net cash flows $26,167,291 $18,182,791 ========== ==========
Partnership ---------------------------------- II-C II-D ------------- -------------
Future cash inflows $23,226,933 $54,211,263 Future production and development costs ( 4,379,357) ( 10,678,778) ---------- ----------
Future net cash flows $18,847,576 $43,532,485
10% discount to reflect timing of cash flows ( 7,743,723) ( 17,207,064) ---------- ----------
Standardized measure of discounted future net cash flows $11,103,853 $26,325,421 ========== ==========
Partnership ---------------------------------- II-E II-F ------------- -------------
Future cash inflows $30,456,562 $26,194,538 Future production and development costs ( 6,196,370) ( 4,481,466) ---------- ----------
Future net cash flows $24,260,192 $21,713,072
10% discount to reflect timing of cash flows ( 9,868,200) ( 8,909,101) ---------- ----------
Standardized measure of discounted future net cash flow $14,391,992 $12,803,971 ========== ==========
Partnership ---------------------------------- II-G II-H ------------- -------------
Future cash inflows $55,931,788 $13,462,248 Future production and development costs ( 9,655,989) ( 2,358,478) ---------- ----------
Future net cash flows $46,275,799 $11,103,770
10% discount to reflect timing of cash flows ( 19,014,127) ( 4,575,046) ---------- ----------
Standardized measure of discounted future net cash flows $27,261,672 $ 6,528,724 ========== ==========
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 the reserve estimates reported herein represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The Partnerships' future cash inflows as of December 31, 2000 were determined using the following year-end prices:
Oil (per BBL) Gas (per Mcf) ------------- ------------- II-A $30.20 $5.67 II-B 30.24 5.59 II-C 30.14 5.71 II-D 29.36 5.66 II-E 30.13 5.80 II-F 29.54 5.77 II-G 29.53 5.78 II-H 29.53 5.80
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2000 and 1999 are as follows:
INDEX TO EXHIBITS -----------------
Number Description - ------ -----------
4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the SEC as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date File No. ----------- ------------ --------
II-A November 18, 1987 0-16388 II-B November 19, 1987 0-16405 II-C August 5, 1988 0-16981 II-D August 5, 1988 0-16980 II-E November 17, 1988 0-17320 II-F June 5, 1989 0-17799 II-G June 5, 1989 0-17802 II-H February 20, 1990 0-18305
4.2 The Agreements of Partnership for the following Production Partnerships have been previously filed with the SEC as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference.
Partnership Filing Date ----------- -----------
II-A November 18, 1987 II-B November 19, 1987 II-C August 5, 1988 II-D August 5, 1988 II-E November 17, 1988 II-F June 5, 1989 II-G June 5, 1989 II-H February 20, 1990
4.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.8 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.10 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference.
4.11 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.13 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.