<PAGE>
FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
----------------------------------------------
(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103)
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to the filing requirements for the past 90
days. Yes No X (See explanation below).
----- -----
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Quarterly Report on Form 10-Q for the three months ended March 31,
1996 was filed on May 21, 1996, one day after the required due date.
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein, and
will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K405 or any amendment to this Form 10-
K405.
X Disclosure is not contained herein
-----
Disclosure is contained herein
-----
The Depositary Units are not publicly traded, therefore,
Registrant cannot compute the aggregate market value of the voting
units held by non-affiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
ii
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FORM 10-K405
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 7
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 22
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 26
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER
MATTERS . . . . . . . . . . . . . . . . . . . . . 27
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 38
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 71
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 72
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 72
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER . . . . . . . . . . . . . . . . . . . . . 72
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 73
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 83
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 85
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 88
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 88
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 94
i
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PART I
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A
Partnership"), Geodyne Energy Income Limited Partnership II-B (the
"II-B Partnership"), Geodyne Energy Income Limited Partnership II-C
(the "II-C Partnership"), Geodyne Energy Income Limited Partnership
II-D (the "II-D Partnership"), Geodyne Energy Income Limited
Partnership II-E (the "II-E Partnership"), Geodyne Energy Income
Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy
Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne
Energy Income Limited Partnership II-H (the "II-H Partnership")
(collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each
Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a
Delaware corporation, as the general partner, 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-K (the "Annual
Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates
otherwise, all references to the "General Partner" in this Annual
Report are references to Geodyne as the general partner of the limited
partnerships and as the managing partner of the related general
partnerships.
1
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The General Partner currently serves as general partner of 29
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, the "Samson Companies"), are
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, 1996, the Samson Companies owned
interests in approximately 16,000 oil and gas wells located in 19
states of the United States and Canada, Venezuela, and Russia. At
December 31, 1996, the Samson Companies operated approximately 2,600
oil and gas wells located in 15 states of the United States and
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 the other Samson Companies. As of March 15, 1997,
the Samson Companies employed approximately 780 persons. No employees
are covered by collective bargaining agreements, and management
believes that the Samson Companies provide 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 (800)
283-1791.
Funding
Although the partnership agreements for the Partnerships (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.
2
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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 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. The ability of the
Partnerships to produce and market oil and gas profitably depends 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),
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.
The most important variable affecting the Partnerships' revenues
is the prices received for the sale of oil and gas. Predicting future
prices is very difficult. Concerning past trends, average yearly
wellhead gas prices in the United States have been relatively volatile
for a number of years. For the past ten years, such prices have
generally been in the $1.40 to $2.00 per Mcf range, significantly
below prices received in the early 1980s. Average gas prices in the
latter part of 1996 and January 1997, however, were somewhat higher
than those yearly averages. It is not known whether this was a short-
term trend or an indicator of potentially higher average gas prices on
a longer-term basis.
3
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Substantially all of the Partnerships' gas reserves are being
sold in 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 $2.00
per Mcf at December 31, 1995 to approximately $3.57 per Mcf at
December 31, 1996. 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.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Partnerships for at least the following year. In particular, it
should be noted that December 31, 1996 prices were much higher than
year-end prices for the last several years and substantially higher
than the average prices received in each of the last several years.
It is not possible to predict whether the December 1996 pricing level
is indicative of a new trend toward higher energy prices or a short-
term deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31,
1996:
4
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Partnership Purchaser Percentage
- ----------- ---------------------------------- ----------
II-A El Paso Energy Marketing Company
("El Paso") 23.5%
Hallwood Petroleum, Inc. ("Hallwood") 13.9%
Amoco Production Company ("Amoco") 14.7%
J-O'B Operating ("J-O'B") 10.6%
II-B Hallwood 18.1%
El Paso 22.5%
Amoco 11.0%
J-O'B 11.0%
II-C El Paso 24.5%
Amoco 10.5%
II-D El Paso 19.1%
II-E El Paso 30.8%
II-F El Paso 22.4%
Texaco Exploration & Producing,
Inc. ("Texaco") 12.5%
II-G El Paso 22.4%
Texaco 12.6%
II-H El Paso 22.1%
Texaco 12.7%
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.
5
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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, including, but not
limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas
Policy Act of 1978 (the "NGPA"), and regulations promulgated by the
Federal Energy Regulatory Commission (the "FERC") under the NGA, the
NGPA, and other statutes. The provisions of the NGA and the NGPA, as
well as the regulations thereunder, are complex and affect all who
produce, resell, transport, or purchase gas, including the Partner-
ships. Although virtually all of the Partnerships' gas production is
not subject to price regulation, the NGA, NGPA, and FERC 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 therewith, may increase the
cost of the Partnerships' operations or may affect the Partnerships'
ability to complete, in a timely fashion, 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.
6
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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 position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of
the Partnerships as of December 31, 1996.
Well Statistics(1)
As of December 31, 1996
Number of Gross Wells(2) Number of Net Wells(3)
------------------------ ---------------------------
P/ship Total Oil Gas N/A(4) Total Oil Gas N/A(4)
- ------ ----- --- --- ------- ----- ----- ----- ------
II-A 1,140 342 733 65 54.05 30.34 18.51 5.20
II-B 278 142 91 45 34.00 19.16 10.67 4.17
II-C 352 122 203 27 13.52 4.05 9.00 .47
II-D 308 134 166 8 54.46 25.99 26.86 1.61
II-E 1,178 709 393 76 29.14 15.87 12.04 1.23
II-F 1,151 703 374 74 15.66 5.49 8.62 1.55
II-G 1,151 703 374 74 34.80 11.88 19.67 3.25
II-H 1,151 703 374 74 9.02 2.94 5.30 .78
- ---------------
(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 expressed
as whole numbers and fractions thereof. For example, a 15%
leasehold interest in a well represents one gross well, but 0.15
net well.
(4) Wells which have not been designated as oil or gas.
7
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Drilling Activities
The Partnerships did not participate in any drilling activities
during the year ended December 31, 1996.
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 indica-
tive 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.
8
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Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 103,230 120,420 150,281
Gas (Mcf) 1,737,090 1,768,316 2,226,658
Oil and gas sales:
Oil $2,105,377 $2,030,710 $2,272,594
Gas 3,727,497 2,640,845 4,099,355
--------- --------- ---------
Total $5,832,874 $4,671,555 $6,371,949
========= ========= =========
Total direct operating
expenses $1,941,040 $1,846,264 $2,383,367
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 33.3% 39.5% 37.4%
Average sales price:
Per barrel of oil $20.40 $16.86 $15.12
Per Mcf of gas 2.15 1.49 1.84
Direct operating expenses per
equivalent Bbl of oil $ 4.94 $ 4.45 $ 4.57
9
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Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 74,434 81,304 111,099
Gas (Mcf) 1,219,775 1,205,296 1,649,869
Oil and gas sales:
Oil $1,557,104 $1,351,079 $1,683,529
Gas 2,622,423 1,853,715 3,020,100
--------- --------- ---------
Total $4,179,527 $3,204,794 $4,703,629
========= ========= =========
Total direct operating
expenses $1,164,713 $1,524,778 $2,014,972
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.9% 47.6% 42.8%
Average sales price:
Per barrel of oil $20.92 $16.62 $15.15
Per Mcf of gas 2.15 1.54 1.83
Direct operating expenses per
equivalent Bbl of oil $ 4.19 $ 5.40 $ 5.22
10
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Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 25,093 26,383 34,074
Gas (Mcf) 685,344 737,277 975,652
Oil and gas sales:
Oil $ 530,533 $ 446,522 $ 533,966
Gas 1,395,407 1,073,415 1,755,200
--------- --------- ---------
Total $1,925,940 $1,519,937 $2,289,166
========= ========= =========
Total direct operating
expenses $ 602,924 $ 698,645 $ 819,854
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 31.3% 46.0% 35.8%
Average sales price:
Per barrel of oil $21.14 $16.92 $15.67
Per Mcf of gas 2.04 1.46 1.80
Direct operating expenses per
equivalent Bbl of oil $ 4.33 $ 4.68 $ 4.17
11
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Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 66,517 88,913 93,610
Gas (Mcf) 1,637,645 1,906,303 2,000,016
Oil and gas sales:
Oil $1,332,558 $1,457,580 $1,415,937
Gas 2,996,544 2,443,936 3,433,223
--------- --------- ---------
Total $4,329,102 $3,901,516 $4,849,160
========= ========= =========
Total direct operating
expenses $1,800,899 $2,136,244 $1,735,761
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 41.6% 54.8% 35.8%
Average sales price:
Per barrel of oil $20.03 $16.39 $15.13
Per Mcf of gas 1.83 1.28 1.72
Direct operating expenses per
equivalent Bbl of oil $ 5.31 $ 5.25 $ 4.07
12
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Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 53,804 63,680 66,656
Gas (Mcf) 861,464 937,469 853,317
Oil and gas sales:
Oil $1,096,064 $1,070,217 $1,029,794
Gas 1,597,253 1,227,192 1,450,912
--------- --------- ---------
Total $2,693,317 $2,297,409 $2,480,706
========= ========= =========
Total direct operating
expenses $ 913,077 $1,148,507 $ 943,898
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 33.9% 50.0% 38.0%
Average sales price:
Per barrel of oil $20.37 $16.81 $15.45
Per Mcf of gas 1.85 1.31 1.70
Direct operating expenses per
equivalent Bbl of oil $ 4.63 $ 5.22 $ 4.52
13
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Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 47,395 54,773 63,723
Gas (Mcf) 761,702 845,804 833,628
Oil and gas sales:
Oil $ 939,731 $ 882,021 $ 946,186
Gas 1,493,582 1,146,571 1,370,378
--------- --------- ---------
Total $2,433,313 $2,028,592 $2,316,564
========= ========= =========
Total direct operating
expenses $ 643,984 $ 661,659 $ 777,636
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 26.5% 32.6% 33.6%
Average sales price:
Per barrel of oil $19.83 $16.10 $14.85
Per Mcf of gas 1.96 1.36 1.64
Direct operating expenses per
equivalent Bbl of oil $ 3.69 $ 3.38 $ 3.84
14
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Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 99,593 115,206 134,034
Gas (Mcf) 1,626,530 1,832,915 1,921,696
Oil and gas sales:
Oil $1,975,112 $1,855,886 $1,991,144
Gas 3,183,687 2,492,201 3,125,632
--------- --------- ---------
Total $5,158,799 $4,348,087 $5,116,776
========= ========= =========
Total direct operating
expenses $1,386,254 $1,455,357 $1,827,558
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 26.9% 33.5% 35.7%
Average sales price:
Per barrel of oil $19.83 $16.11 $14.86
Per Mcf of gas 1.96 1.36 1.63
Direct operating expenses per
equivalent Bbl of oil $ 3.74 $ 3.46 $ 4.02
15
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Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 23,172 26,870 31,241
Gas (Mcf) 397,146 449,854 452,661
Oil and gas sales:
Oil $ 459,899 $ 433,226 $ 464,290
Gas 770,323 609,509 744,596
--------- --------- ---------
Total $1,230,222 $1,042,735 $1,208,886
========= ========= =========
Total direct operating
expenses $ 339,390 $ 358,984 $ 427,693
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.6% 34.4% 35.4%
Average sales price:
Per barrel of oil $19.85 $16.12 $14.86
Per Mcf of gas 1.94 1.35 1.64
Direct operating expenses per
equivalent Bbl of oil $ 3.80 $ 3.52 $ 4.01
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, 1996. 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 Petroleum Engineers ("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.
16
<PAGE>
<PAGE>
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, 1996. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. 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, 1996. Furthermore, gas prices at December 31, 1996 were
much higher than the price used for determining the Partnerships' net
present value of proved reserves for the year ended December 31, 1995
and substantially higher than the average prices received by the
Partnerships in each of the last several years. There can be no
assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 1996 will actually
be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that 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.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1996(1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 9,255,329
Oil and liquids (Bbls) 695,390
Net present value (discounted at 10% per annum) $23,454,758
17
<PAGE>
<PAGE>
II-B Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,589,703
Oil and liquids (Bbls) 503,394
Net present value (discounted at 10% per annum) $15,249,542
II-C Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 4,258,644
Oil and liquids (Bbls) 203,909
Net present value (discounted at 10% per annum) $ 9,845,066
II-D Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 11,012,174
Oil and liquids (Bbls) 495,079
Net present value (discounted at 10% per annum) $23,069,097
II-E Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,696,474
Oil and liquids (Bbls) 303,372
Net present value (discounted at 10% per annum) $12,754,193
II-F Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 4,671,485
Oil and liquids (Bbls) 365,138
Net present value (discounted at 10% per annum) $12,025,692
II-G Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 10,122,558
Oil and liquids (Bbls) 769,142
Net present value (discounted at 10% per annum) $25,771,957
18
<PAGE>
<PAGE>
II-H Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 2,493,240
Oil and liquids (Bbls) 180,002
Net present value (discounted at 10% per annum) $ 6,222,904
- ----------
(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 compara-
ble 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 tables set forth certain well and reserves
information 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. Northeast Utah contains the Uinta
Basin, while the Sacramento Basin is located in central California.
The Williston Basin is located in North Dakota, South Dakota, and
Eastern Montana.
19
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Significant Properties
----------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
II-A Partnership:
Anadarko 172 10.12 67 239 30 13% 56,591 4,583,335 9,605,291
Gulf Coast 233 9.70 3 236 1 - 186,870 1,855,107 4,833,677
Permian 498 5.23 11 509 16 3% 91,382 1,258,092 2,982,511
II-B Partnership:
Anadarko 37 5.45 11 48 8 9% 18,455 2,332,446 4,904,421
Gulf Coast 46 1.37 3 49 1 2% 43,234 1,076,201 2,409,972
Permian 20 2.69 7 27 16 59% 58,220 1,025,990 2,196,687
Southern Okla.
Folded Belt 15 4.22 2 17 15 88% 118,212 821,542 2,982,728
Uinta 15 1.44 - 15 - - 133,223 219,144 1,749,631
II-C Partnership:
Anadarko 108 6.70 22 130 16 12% 22,981 2,261,901 4,760,983
Permian 26 1.28 7 33 16 48% 27,118 503,265 1,061,868
Southern Okla.
Folded Belt 19 1.95 2 21 18 86% 51,405 602,381 1,654,265
II-D Partnership:
Anadarko 79 12.01 12 91 9 10% 43,174 4,120,739 8,337,726
Permian 14 2.67 3 17 5 29% 28,068 1,461,239 2,521,323
Sacramento 39 6.52 2 41 - - - 2,183,556 3,091,151
Williston 74 2.67 - 74 - - 245,581 246,136 2,317,923
- --------------------------
(1) Wells in which only a non-working interest is owned.
</TABLE>
20
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Significant Properties
----------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
II-E Partnership:
Anadarko 39 2.24 28 67 14 21% 5,898 2,362,873 4,049,813
Permian 873 5.63 3,460 4,333 9 - 132,526 1,962,531 4,565,985
Southern Okla.
Folded Belt 10 .50 - 10 1 10% 38,593 771,679 1,893,563
II-F Partnership:
Anadarko 66 2.39 33 99 17 17% 11,624 1,860,844 3,437,641
Permian 865 9.04 3,457 4,322 4 - 311,615 1,857,783 6,583,662
Southern Okla.
Folded Belt 29 2.12 - 29 23 79% 19,370 654,710 1,327,324
II-G Partnership:
Anadarko 66 5.08 33 99 17 17% 25,094 3,939,371 7,288,404
Permian 865 18.86 3,457 4,322 4 - 651,290 3,886,548 13,768,604
Southern Okla.
Folded Belt 29 4.80 - 29 23 79% 43,905 1,484,410 3,008,441
II-H Partnership:
Anadarko 66 1.21 28 94 17 18% 5,839 931,949 1,722,779
Permian 865 4.37 3,454 4,319 4 - 150,607 899,328 3,183,754
Southern Okla.
Folded Belt 29 1.27 - 29 23 79% 11,594 392,317 794,946
- ----------------------
(1) Wells in which only a non-working interest is owned.
</TABLE>
21
<PAGE>
<PAGE>
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title
to their oil and gas properties. Record title to all of the
Partnerships' properties is held by either the Partnerships or Geodyne
Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Partnerships'
interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
On September 12, 1988 Wolverine Exploration Company and certain
other parties filed a lawsuit against Natural Gas Pipeline Company of
America, Inc. and certain other parties in which the plaintiffs sought
to recover damages as a result of an alleged breach of a gas contract.
(Wolverine Exploration Company et al. v. Natural Gas Pipeline Company
of America, et al., Case No. CJ-88-5522, District Court, Tulsa County,
Oklahoma). The II-A, II-B, II-C, II-D, and II-E Partnerships own an
interest in certain oil and gas properties which are subject to said
lawsuit, and there is a possibility that said Partnerships may recover
damages as a result of the alleged breach of the gas contract. The
lawsuit involves legal and factual issues concerning alleged (i) take-
or-pay deficiencies and (ii) gas pricing claims. In June 1995, a
hearing was conducted before a three person arbitration panel and on
September 6, 1995 the panel issued its determination and awarded
damages to the plaintiffs in the matter.
The Partnerships' estimated share of the awarded damages would
increase the following Partnerships' assets by the following
approximate amounts:
Partnership Total Per Unit
----------- ---------- --------
II-A $1,300,000 $ 2.50
II-B 2,100,000 5.50
II-C 900,000 5.50
II-D 2,300,000 7.00
II-E 4,700,000 19.50
22
<PAGE>
<PAGE>
The above estimates may change for a number of reasons, including, but
not limited to, an appeal of the award by the one remaining defendant,
Texaco Inc. ("Texaco"), and any final award of expenses and post-
judgment interest.
Geodyne filed a petition with the Tulsa County District Court
seeking confirmation of the arbitration award. A hearing on such
petition was held on May 1 and 2, 1996. As of the date of this Annual
Report, no ruling has been issued in the matter. Texaco, on the other
hand, has sought to reopen its Chapter 11 bankruptcy proceedings in an
effort to avoid enforcement of the arbitration award through the
bankruptcy court. Texaco's motion to reopen the bankruptcy
proceedings was granted and Texaco has filed an adversary proceeding
seeking to void the arbitration. Geodyne and other parties have moved
to dismiss the adversary complaint. In addition, both parties have
moved for summary judgment in the bankruptcy proceedings. A hearing
on the motions for summary judgment was heard in January 1997 and the
parties are currently awaiting a ruling from the bankruptcy court on
such motions.
In the event the Partnerships ultimately receive any or all of
the damages awarded, the funds will be included in the Partnerships'
revenues for the quarter in which they are received. Limited Partners
who hold Units at the time any related cash distribution is made,
then, will benefit from any recovery associated with the litigation.
On October 26, 1994 Geodyne and the Partnerships, among other
parties, were named as defendants in a lawsuit alleging causes of
action based on fraud, negligent misrepresentation, breach of
fiduciary duty, breach of implied covenant, and breach of contract in
connection with the offer and sale of limited partnership interests
("Units") in the Partnerships (Sidney Neidick et al. v. Geodyne
Resources, Inc., et al., Case No. 94-052860, District Court of Harris
County, Texas). The plaintiffs' petition alleged that the lawsuit was
being brought as a class action on behalf of investors who purchased
Units in the Partnerships. On June 7, 1995, Geodyne and the
Partnerships were dismissed without prejudice as defendants in the
matter. In addition, on June 7, 1995, the matter was certified as a
class action. A class action notice was mailed on June 7, 1995 to all
Limited Partners who are members of the class.
23
<PAGE>
<PAGE>
On November 23 and 25, 1994, Geodyne, PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two related lawsuits alleging misrepresentations made to induce
investments in the Partnerships and asserting causes of action for
common law fraud and deceit and unjust enrichment (Romine v.
PaineWebber, Inc., et al, Case No. 94-CIV-8558, U. S. District Court,
Southern District of New York and Romine v. PaineWebber, Inc., et al,
Case No. 94-132844, Supreme Court of the State of New York, County of
New York). The federal court case was later consolidated with other
similar actions (to which Geodyne is not a party) under the title In
Re: PaineWebber Limited Partnerships' Litigation and was certified as
a class action on May 30, 1995 (the "Federal Partnership Class
Action"). A class action notice was mailed on June 7, 1995 to all
members of the class. The Federal Partnership Class Action also
alleges violations of 18 U.S.C. Section 1962(c) and the Securities
Exchange Act of 1934. Compensatory and punitive damages, interest,
and costs have been requested in both matters. The amended complaint
in the Federal Partnership Class Action no longer asserts any claim
directly against Geodyne.
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle the pending
Federal Partnership Class Action along with the Neidick matter
referred to above (collectively, the "PaineWebber Partnership Class
Actions"), along with a settlement with the SEC and an agreement to
settle with various state securities regulators. On that date,
PaineWebber paid $125 million into an interest bearing account as part
of a memorandum of understanding in connection with the proposed
settlement (the "Settlement Fund"). The Settlement Fund applies to
claims related to both the Partnerships and certain other investment
programs sold by PaineWebber. In addition, PaineWebber agreed to a
SEC administrative order creating a capped $40 million fund (the "SEC
Claims Fund"), which is to be distributed to eligible Limited Partners
by an independent administrator (the "Claims Administrator"); a civil
penalty of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators. Such settlement is not an
obligation of either the Partnerships or Geodyne and, accordingly,
would not affect the financial statements of the Partnerships.
In connection with the PaineWebber Partnership Class Actions, on
July 17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above. Pursuant to that order,
plaintiffs' counsel mailed to class members the Class Settlement
Notice (the "Notice") and Proof of Claim. Eligible class members are
generally those who purchased their Units through PaineWebber on or
before December 31, 1992 and who have not (i) previously opted out of
the Class, (ii) previously released PaineWebber, or (iii) finally
adjudicated their claims against PaineWebber.
24
<PAGE>
<PAGE>
Plaintiffs' counsel will be responsible for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among eligible Limited Partners and investors in other unrelated
PaineWebber partnerships in accordance with the settlement. The
amount and date of any payment will vary depending upon many factors
set forth in the Notice. It is currently expected that payments from
the Settlement Fund will be made some time in 1997.
In addition, eligible Limited Partners in the Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow fund to which PaineWebber will make payments
through May 30, 2001 if spot market oil and natural gas prices as
reported by the New York Mercantile Exchange fall below certain
thresholds set forth in the Notice (the "Pricing Guarantee"). The
threshold prices used in the Pricing Guarantee are $18.00 per barrel
of oil and $1.80 per Mcf of gas. Under the Notice, PaineWebber
payments, if any, made pursuant to the Pricing Guarantee will be paid
to Limited Partners of record on June 30, 1996 irrespective of whether
they subsequently sell/dispose of their Units to third parties. The
Pricing Guarantee does NOT attach to the Units as an attribute of
ownership in the Partnerships and is not an obligation of either
Geodyne or the Partnerships.
A look back provision is also included in the settlement which
may provide additional funds as of January 1, 2001 for eligible
Limited Partners. Class members who sold their Units prior to June
30, 1996 will not be eligible for payments, if any, under the Pricing
Guarantee or the look back provision.
Eligible Limited Partners were required to timely execute and
return a proof of claim by January 17, 1997 in order to participate in
the settlement.
25
<PAGE>
<PAGE>
In connection with the SEC Claims Fund, on April 17, 1996,
PaineWebber mailed a Notice and Claim Form to each Limited Partner who
purchased Units in the Partnerships through PaineWebber from January
1, 1986 to December 31, 1992. Limited Partners are not eligible to
participate in the claims process if they (i) previously reached a
settlement with PaineWebber or (ii) had their direct investment claim
resolved by a court or in arbitration. Participation in the claims
process is optional, and does not prevent a Limited Partner from
pursuing any other remedy against PaineWebber that may be available.
Limited Partners had until October 22, 1996 to complete the claim form
and return it to the Claims Administrator. The determination of
whether a Limited Partner is entitled to a recovery under the SEC
Claims Fund will be based on whether or not the Claims Administrator
determines that the Limited Partner's investment in the Partnerships
was suitable for him at the time of purchase. In addition, if the
Limited Partner has opted out of the PaineWebber Partnership Class
Action and has not already settled with PaineWebber or has had a claim
resolved by a court or in arbitration, the Claims Administrator will
also consider allegations that misrepresentations were made in
connection with the sale of the Units.
The General Partner has been advised that PaineWebber is awaiting
confirmation of the settlement described above by the federal court
judge. The deadline for such confirmation is currently scheduled for
March 28, 1997, subject to an additional thirty day extension.
To the knowledge of the General Partner, neither the General
Partner nor the Partnerships or their properties are subject to any
litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners
of any Partnership during 1996.
26
<PAGE>
<PAGE>
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 28, 1997, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships
were as follows:
Numbers of Numbers of
Partnership Units Limited Partners
----------- ---------- ----------------
II-A 484,283 4,423
II-B 361,719 2,817
II-C 154,621 1,450
II-D 314,878 3,077
II-E 228,821 2,333
II-F 171,400 1,745
II-G 372,189 2,685
II-H 91,711 1,277
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. However, the General Partner believes
that these transfers 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 repur-
chase 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.
27
<PAGE>
<PAGE>
Repurchase Offer Prices
-----------------------
1995 1996 1997
------------------- ------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $14 $15 $14 $13 $12 $11 $15 $13 $12
II-B 14 14 13 13 12 12 14 11 10
II-C 16 18 17 17 16 15 18 16 13
II-D 17 22 21 20 19 18 23 22 19
II-E 17 18 18 17 17 15 21 20 18
II-F 26 24 23 21 19 18 25 22 20
II-G 27 24 22 21 19 18 24 22 19
II-H 27 23 22 21 19 17 24 21 19
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 for the years ended December 31, 1995 and 1996 and
for the first quarter of 1997:
28
<PAGE>
<PAGE>
Cash Distributions
------------------
1995
----------------------------------
1st 2nd 3rd 4th
P/ship Quarter Quarter Quarter Quarter
------ ------- ------- ------- -------
II-A $1.35 $1.03 $ .64 $ .81
II-B 1.37 1.09 .47 .28
II-C 2.10 1.33 .81 .39
II-D 1.62 1.41 .64 1.02
II-E 1.07 .57 .33 .35
II-F 1.52 1.31 1.52 1.58
II-G 1.48 1.33 1.54 1.45
II-H 1.47 1.31 1.47 1.36
1996 1997
---------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Quarter Quarter Quarter Quarter Quarter
------ ------- ------- ------- ------- -------
II-A $ .97 $ .97 $1.27 $2.16(1) $1.58
II-B .46 .85 1.27 2.21(1) 1.47
II-C .60 1.40 1.39 2.05(1) 2.38(1)
II-D 1.08 1.15 1.06 1.56(1) 2.52(1)
II-E .80 1.24 1.02 1.39(1) 1.53(1)
II-F 1.72 1.76 2.33 2.85(1) 2.39
II-G 1.64 1.68 2.20 2.78(1) 2.31
II-H 1.60 1.59 2.07 2.66(1) 2.24
- ----------------------
(1) Includes proceeds from the sale of oil and gas properties.
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."
29
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-A Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $5,832,874 $ 4,671,555 $ 6,371,949 $ 5,445,632 $ 7,296,183
Net Income (Loss):
Limited Partners 2,043,339 ( 715,678) 265,761 ( 723,059) 611,081
General Partner 156,483 81,747 145,993 84,771 173,679
Total 2,199,822 ( 633,931) 411,754 ( 638,288) 784,760
Limited Partners' Net
Income (Loss) per
Unit 4.22 ( 1.48) .55 ( 1.49) 1.26
Limited Partners' Cash
Distributions per
Unit 5.37 3.83 5.49 5.72 6.75
Total Assets 9,068,387 9,833,188 12,673,498 15,773,152 18,228,191
Partners' Capital
(Deficit):
Limited Partners 8,937,891 9,494,552 12,065,230 14,459,469 17,956,097
General Partner ( 342,481) ( 311,994) ( 297,741) ( 303,734) ( 240,427)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
</TABLE>
30
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-B Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $4,179,527 $3,204,794 $4,703,629 $ 4,615,384 $ 5,974,270
Net Income (Loss):
Limited Partners 1,329,755 ( 798,537) ( 574,825) ( 330,130) 1,083,345
General Partner 113,834 37,441 87,118 90,840 160,869
Total 1,443,589 ( 761,096) ( 487,707) ( 239,290) 1,244,214
Limited Partners' Net
Income (Loss) per
Unit 3.68 ( 2.21) ( 1.59) ( .91) 2.99
Limited Partners' Cash
Distributions per
Unit 4.79 3.21 5.98 6.64 8.76
Total Assets 5,579,977 6,237,427 8,302,058 11,063,368 13,629,059
Partners' Capital
(Deficit):
Limited Partners 5,552,662 5,955,907 7,914,444 10,654,269 13,387,529
General Partner ( 265,183) ( 246,438) ( 222,879) ( 196,997) ( 179,762)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
</TABLE>
31
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-C Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,925,940 $1,519,937 $2,289,166 $1,896,565 $2,509,914
Net Income (Loss):
Limited Partners 707,991 ( 337,547) ( 37,871) ( 36,537) 394,335
General Partner 53,569 20,538 52,546 39,050 68,653
Total 761,560 ( 317,009) 14,675 2,513 462,988
Limited Partners' Net
Income (Loss) per
Unit 4.58 ( 2.18) ( .24) ( .24) 2.55
Limited Partners' Cash
Distributions per
Unit 5.43 4.63 7.06 7.44 8.75
Total Assets 2,941,348 3,205,943 4,291,920 5,486,394 6,379,426
Partners' Capital
(Deficit):
Limited Partners 2,907,706 3,039,715 4,092,262 5,220,133 6,407,337
General Partner ( 115,619) ( 99,615) ( 84,153) ( 80,199) ( 64,354)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
32
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Selected Financial Data
II-D Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $4,329,102 $3,901,516 $4,849,160 $ 4,353,624 $ 5,816,604
Net Income (Loss):
Limited Partners 1,270,858 ( 697,631) ( 193,308) ( 138,556) 471,887
General Partner 99,743 44,055 108,234 85,418 148,256
Total 1,370,601 ( 653,576) ( 85,074) ( 53,138) 620,143
Limited Partners' Net
Income (Loss) per
Unit 4.04 ( 2.22) ( .61) ( .44) 1.50
Limited Partners' Cash
Distributions per
Unit 4.85 4.69 6.25 9.29 9.75
Total Assets 6,953,850 7,291,164 9,571,883 11,687,932 14,528,961
Partners' Capital
(Deficit):
Limited Partners 6,627,744 6,884,886 9,057,517 11,215,825 14,278,065
General Partner ( 218,956) ( 143,473) ( 111,528) ( 135,262) ( 107,460)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
</TABLE>
33
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-E Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,693,317 $2,297,409 $2,480,706 $ 2,572,564 $ 3,474,833
Net Income (Loss):
Limited Partners 695,738 ( 1,279,244) ( 842,191) ( 523,678) ( 1,036,685)
General Partner 66,720 9,448 43,060 49,510 64,978
Total 762,458 ( 1,269,796) ( 799,131) ( 474,168) ( 971,707)
Limited Partners' Net
Income (Loss) per
Unit 3.04 ( 5.59) ( 3.68) ( 2.29) ( 4.53)
Limited Partners' Cash
Distributions per
Unit 4.45 2.32 4.78 7.81 8.75
Total Assets 5,976,145 6,279,396 8,117,206 10,020,423 12,193,708
Partners' Capital
(Deficit):
Limited Partners 5,770,144 6,093,406 7,902,650 9,839,841 12,151,338
General Partner ( 147,595) ( 122,950) ( 104,398) ( 94,958) ( 80,783)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
34
<PAGE>
<PAGE>
</TABLE>
<TABLE>
<CAPTION>
Selected Financial Data
II-F Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,433,313 $2,028,592 $2,316,564 $2,636,304 $3,244,904
Net Income (Loss):
Limited Partners 1,108,389 ( 191,631) 19,524 122,048 223,113
General Partner 79,948 46,686 54,498 73,431 76,429
Total 1,188,337 ( 144,945) 74,022 195,479 299,542
Limited Partners' Net
Income (Loss) per
Unit 6.47 ( 1.12) .11 .71 1.30
Limited Partners'
Cash Distributions
Per Unit 8.66 5.93 9.21 8.87 11.25
Total Assets 5,312,077 5,733,459 6,967,432 8,544,148 9,973,253
Partners' Capital
(Deficit):
Limited Partners 5,315,174 5,691,785 6,898,416 8,458,892 9,857,985
General Partner ( 105,914) ( 84,377) ( 80,063) ( 52,561) ( 49,422)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
</TABLE>
35
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-G Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 5,158,799 $ 4,348,087 $ 5,116,776 $ 5,581,221 $ 6,940,143
Net Income (Loss):
Limited Partners 2,250,119 ( 714,189) ( 87,682) 130,828 434,796
General Partner 165,845 94,880 113,680 153,901 161,329
Total 2,415,964 ( 619,309) 25,998 284,729 596,125
Limited Partners' Net
Income (Loss)
per Unit 6.05 ( 1.92) ( .24) .35 1.17
Limit Partners' Cash
Distributions per
Unit 8.30 5.80 8.72 8.74 10.50
Total Assets 11,576,732 12,519,149 15,456,785 18,825,582 22,002,703
Partners' Capital
(Deficit):
Limited Partners 11,598,490 12,439,371 15,313,560 18,646,242 21,770,067
General Partner ( 244,312) ( 197,620) ( 181,500) ( 122,180) ( 104,626)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
</TABLE>
36
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-H Partnership
----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,230,222 $1,042,735 $1,208,886 $1,367,514 $1,653,431
Net Income (Loss):
Limited Partners 519,143 ( 239,052) ( 47,630) 20,790 19,504
General Partner 38,792 21,532 26,955 36,610 37,211
Total 557,935 ( 217,520) ( 20,675) 57,400 56,715
Limited Partners' Net
Income (Loss)
per Unit 5.66 ( 2.61) ( .52) .23 .21
Limited Partners' Cash
Distributions per
Unit 7.93 5.61 8.39 8.67 9.75
Total Assets 2,790,245 3,024,656 3,790,149 4,618,128 5,416,166
Partners' Capital
(Deficit):
Limited Partners 2,795,040 3,002,897 3,756,949 4,574,579 5,349,318
General Partner ( 58,835) ( 47,635) ( 42,167) ( 29,122) ( 26,477)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
</TABLE>
37
<PAGE>
<PAGE>
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 most
important variable affecting the Partnerships' revenues is the prices
received for the sale of oil and gas. Predicting future prices is
very difficult. Concerning past trends, average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years. For the past ten years, such prices have generally been in
the $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s. Average gas prices in the latter part of 1996 and
January 1997, however, were somewhat higher than those yearly
averages. It is not known whether this was a short-term trend or an
indicator of potentially higher average gas prices on a longer-term
basis.
38
<PAGE>
<PAGE>
Substantially all of the Partnerships' gas reserves are being
sold in 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 $2.00
per Mcf at December 31, 1995 to approximately $3.57 per Mcf at
December 31, 1996. 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.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Partnerships for at least the following year. In particular, it
should be noted that December 31, 1996 prices were much higher than
year-end prices for the last several years and substantially higher
than the average prices received in each of the last several years.
It is not possible to predict whether the December 1996 pricing level
is indicative of a new trend toward higher energy prices or a short-
term deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
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."
39
<PAGE>
<PAGE>
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal", which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties for each
field, rather than for the Partnerships' properties as a whole as
previously allowed by the SEC. See Note 1 to the Partnerships'
financial statements, included in Item 8 of this Annual Report for a
further description of this impairment policy. As a result of the
Partnerships' adoption of SFAS No. 121, the Partnerships recorded a
non-cash charge against earnings (impairment provision) during the
fourth quarter of 1995 as follows:
Partnership Amount
----------- --------
II-A $994,919
II-B 450,601
II-C 245,324
II-D 370,172
II-E 465,045
II-F 312,270
II-G 839,228
II-H 259,808
No such charge was recorded for any Partnership for the year ended
December 31, 1996 under SFAS No. 121 or during the year ended December
31, 1994 pursuant to the Partnerships' prior impairment policy.
40
<PAGE>
<PAGE>
Subsequent to December 31, 1996, the oil and gas industry has
seen a drop in oil and gas prices. This drop is a function of the
cyclical nature of oil and gas prices as discussed under the heading
"Competition and Marketing" in Item 1 of this Annual Report. The
Partnerships' reserves were determined at December 31, 1996 using oil
and gas prices of approximately $23.75 per barrel and $3.57 per Mcf,
respectively. As of the date of this Annual Report, oil and gas
prices received by the Partnerships have decreased to approximately
$19.00 per barrel and $1.60 per Mcf, respectively (the "Filing Date
Prices"). If the Filing Date Prices, as opposed to December 31, 1996
prices, were used in calculating the standardized measure of
discounted future net cash flows of the Partnerships' proved oil and
gas reserves as of December 31, 1996, as contained in Note 4 to the
Partnerships' financial statements included in Item 8 of this Annual
Report, the value assigned to the Partnerships' oil and gas reserves
would have been significantly lower. In addition, using the Filing
Date Prices to determine the recoverability of the of oil and gas
reserves would have required impairment provisions of the following
approximate amounts at December 31, 1996:
Partnership Amount
----------- --------
II-A $224,000
II-B 135,000
II-C 37,000
II-D 144,000
II-E 318,000
II-F 209,000
II-G 490,000
II-H 126,000
If the Filing Date Prices are in effect on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997. Impairment provisions do not impact
the Partnerships cash flows from operating activities; however, they
do impact the amount of General Partner and Limited Partner capital.
The risk that the Partnerships will be required to record further
impairment provisions in the future, beyond those noted above,
increases when oil and gas prices are depressed. Accordingly, the II-
A Partnership has six fields, the II-B Partnership has three fields,
the II-C and II-H Partnerships have four fields, the II-D Partnership
has five fields, the II-E Partnership has seven fields, the II-F
Partnership has two fields, and the II-G Partnership has one field in
which it is reasonably possible that additional impairment provisions
will be recorded in the near term if oil and gas prices decrease below
the Filing Date Prices.
41
<PAGE>
<PAGE>
II-A Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $1,161,319 (24.9%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $365,000 and $1,146,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by a decrease of approximately $290,000
related to a decrease in volumes of oil sold. Volumes of oil and gas
sold decreased 17,190 barrels and 31,226 Mcf, respectively, for the
year ended December 31, 1996 as compared to the year ended December
31, 1995. Average oil and gas prices increased to $20.40 per barrel
and $2.15 per Mcf, respectively, for the year ended December 31, 1996
from $16.86 per barrel and $1.49 per Mcf, respectively, for the year
ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) increased $94,776 (5.1%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This increase resulted primarily from an increase in production
taxes associated with the increase in oil and gas sales discussed
above. As a percentage of oil and gas sales, these expenses decreased
to 33.3% for the year ended December 31, 1996 from 39.5% for the year
ended December 31, 1995. This percentage decrease was primarily due
to the increase in the average prices of oil and gas sold during the
year ended December 31, 1996 as compared to the year ended December
31, 1995, partially offset by the dollar increase in production
expenses discussed above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $644,559 (35.0%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 20.5% for the year ended
December 31, 1996 from 39.4% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
42
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-A
Partnership recognized a non-cash charge against earnings of $994,919
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-A Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses decreased $34,887 (5.3%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This decrease resulted primarily from a decrease
in legal fees during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 10.6% for the year ended December
31, 1996 from 14.0% for the year ended December 31, 1995. This
percentage decrease was primarily due to the increase in oil and gas
sales discussed above.
The Limited Partners in the II-A Partnership have received cash
distributions through December 31, 1996 of $38,826,357 or 80.2% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $1,700,394 (26.7%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $451,000 and $843,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $619,000 was related to a decrease in the average
price of gas sold, partially offset by an increase of approximately
$210,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 29,861 barrels and 458,342 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil sold decreased primarily
due to (i) adjustments made by a purchaser in 1994 related to oil sold
in prior periods, (ii) repairs resulting in the shutting-in of certain
wells during the year ended December 31, 1995, and (iii) normal
declines in production on several wells during the year ended December
31, 1995. Volumes of gas sold decreased primarily due to (i) several
wells being shut-in during the year ended December 31, 1995 and (ii)
normal declines in production on several wells. Average oil prices
increased to $16.86 per barrel for the year ended December 31, 1995
from $15.12 per barrel for the year ended December 31, 1994. Average
gas prices decreased to $1.49 per Mcf for the year ended December 31,
1995 from $1.84 per Mcf for the year ended December 31, 1994.
43
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $537,103 (22.5%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil and gas sold. As a percentage of oil and gas sales, these
expenses increased slightly to 39.5% for the year ended December 31,
1995 from 37.4% for the year ended December 31, 1994. This percentage
increase was primarily due to the decrease in the average price of gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,293,969 (41.3%) for the year ended December
31, 1995 as compared to the year ended December 31, 1994. This
decrease was primarily a result of the decrease in volumes of oil and
gas sold during the year ended December 31, 1995 as compared to the
year ended December 31, 1994 and upward revisions of previous reserve
estimates at December 31, 1995. As a percentage of oil and gas sales,
this expense decreased to 39.4% for the year ended December 31, 1995
from 49.2% for the year ended December 31, 1994. This percentage
decrease was primarily due to the increase in the estimate of
remaining reserves at December 31, 1995.
As set forth under "Results of Operations" above, the II-A
Partnership recognized a non-cash charge against earnings of $994,919
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-A Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-A Partnership's prior impairment
policy.
General and administrative expenses increased $87,983 (15.5%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-A Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 14.0% for the year ended December 31, 1995 from
8.9% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales discussed
above.
44
<PAGE>
<PAGE>
II-B Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $974,733 (30.4%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $320,000 and $744,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by a decrease of approximately $114,000
related to a decrease in volumes of oil sold. Volumes of oil sold
decreased 6,870 barrels, while volumes of gas sold increased 14,479
Mcf for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. Average oil and gas prices increased to $20.92 per
barrel and $2.15 per Mcf, respectively, for the year ended December
31, 1996 from $16.62 per barrel and $1.54 per Mcf, respectively, for
the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $360,065 (23.6%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from (i) workover expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve the recovery of reserves, (ii) the sale of one well during
the year ended December 31, 1995, and (iii) a decrease in general
repair and maintenance expenses incurred on several wells during the
year ended December 31, 1996 as compared to the year ended December
31, 1995, partially offset by an increase in production taxes due to
higher oil and gas sales in 1996. As a percentage of oil and gas
sales, these expenses decreased to 27.9% for the year ended December
31, 1996 from 47.6% for the year ended December 31, 1995. This
percentage decrease was primarily due to the dollar decrease in
production expenses discussed above and the increases in the average
prices of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.
45
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $374,555 (26.1%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996 and (ii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 25.4% for the year ended
December 31, 1996 from 44.8% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the II-B
Partnership recognized a non-cash charge against earnings of $450,601
for the year ended December 31, 1995. This impairment provision was
necessary due to unamortized costs of oil and gas properties exceeding
the undiscounted future net revenues from such oil and gas properties,
in accordance with the II-B Partnership's adoption of SFAS No. 121.
No similar charge was necessary during the year ended December 31,
1996.
General and administrative expenses decreased $77,761 (13.5%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This decrease resulted primarily from a decrease
in legal fees during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 11.9% for the year ended December
31, 1996 from 17.9% for the year ended December 31, 1995. This
percentage decrease was primarily due to the increase in oil and gas
sales discussed above.
The Limited Partners in the II-B Partnership have received cash
distributions through December 31, 1996 of $27,633,916 or 76.4% of
Limited Partner capital contributions.
46
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $1,498,835 (31.9%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $451,000 and $814,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $350,000 was related to a decrease in the average
price of gas sold. Volumes of oil and gas sold decreased 29,795
barrels and 444,573 Mcf, respectively, for the year ended December 31,
1995 as compared to the year ended December 31, 1994. Volumes of oil
sold decreased primarily due to (i) repairs resulting in the shutting-
in of certain wells, (ii) the abandonment of one significant well, and
(iii) normal declines in production on several wells during the year
ended December 31, 1995. Volumes of gas sold decreased primarily due
to (i) several wells being shut-in and (ii) normal declines in
production on several wells during the year ended December 31, 1995.
Average oil prices increased to $16.62 per barrel for the year ended
December 31, 1995 from $15.15 per barrel for the year ended December
31, 1994. Average gas prices decreased to $1.54 per Mcf for the year
ended December 31, 1995 from $1.83 per Mcf for the year ended December
31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $490,194 (24.3%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil and gas sold for the year ended December 31, 1995. As a
percentage of oil and gas sales, these expenses increased to 47.6% for
the year ended December 31, 1995 from 42.8% for the year ended
December 31, 1994. This percentage increase was primarily due to the
decrease in the average price of gas sold for the year ended December
31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,350,803 (48.5%) for the year ended December
31, 1995 as compared to the year ended December 31, 1994. This
decrease was primarily a result of the decrease in volumes of oil and
gas sold during the year ended December 31, 1995 and upward revisions
of previous reserve estimates at December 31, 1995. As a percentage
of oil and gas sales, this expense decreased to 44.8% for the year
ended December 31, 1995 from 59.3% for the year ended December 31,
1994. This percentage decrease was primarily due to the increase in
the estimate of remaining reserves at December 31, 1995.
47
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-B
Partnership recognized a non-cash charge against earnings of $450,601
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-B Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-B Partnership's prior impairment
policy.
General and administrative expenses increased $150,179 (35.4%)
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-B Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 17.9% for the year ended December 31, 1995 from
9.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995.
II-C Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $406,003 (26.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $106,000 and $398,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by a decrease of approximately $76,000
related to a decrease in volumes of gas sold. Volumes of oil and gas
sold decreased 1,290 barrels and 51,933 Mcf, respectively, for the
year ended December 31, 1996 as compared to the year ended December
31, 1995. Average oil and gas prices increased to $21.14 per barrel
and $2.04 per Mcf, respectively, for the year ended December 31, 1996
from $16.92 per barrel and $1.46 per Mcf, respectively, for the year
ended December 31, 1995.
48
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $95,721 (13.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from (i) workover expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve the recovery of reserves and (ii) a decrease in general
repair and maintenance expenses incurred on several wells during the
year ended December 31, 1996 as compared to the year ended December
31, 1995, partially offset by an increase in production taxes
associated with higher oil and gas sales in 1996. As a percentage of
oil and gas sales, these expenses decreased to 31.3% for the year
ended December 31, 1996 from 46.0% for the year ended December 31,
1995. This percentage decrease was primarily due to the dollar
decrease in production expenses discussed above and the increases in
the average prices of oil and gas sold during the year ended December
31, 1996 as compared to the year ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $266,527 (40.1%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 20.7% for the year ended
December 31, 1996 from 43.7% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the II-C
Partnership recognized a non-cash charge against earnings of $245,324
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-C Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
49
<PAGE>
<PAGE>
General and administrative expenses decreased $34,462 (13.8%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This decrease resulted primarily from a decrease
in legal fees during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 11.1% for the year ended December
31, 1996 from 16.4% for the year ended December 31, 1995. This
percentage decrease was primarily due to the increase in oil and gas
sales discussed above.
The Limited Partners in the II-C Partnership have received cash
distributions through December 31, 1996 of $11,922,686 or 77.1% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $769,229 (33.6%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $121,000 and $429,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $251,000 was related to a decrease in the average
price of gas sold. Volumes of oil and gas sold decreased 7,691
barrels and 238,375 Mcf, respectively, for the year ended December 31,
1995 as compared to the year ended December 31, 1994. Volumes of oil
sold decreased primarily due to (i) repairs resulting in the shutting-
in of certain wells, (ii) the sale of several significant wells, and
(iii) normal declines in production on several wells during the year
ended December 31, 1995. Volumes of gas sold decreased primarily due
to (i) several wells being shut-in during the year ended December 31,
1995 and (ii) normal declines in production on several wells during
the year ended December 31, 1995. Average oil prices increased to
$16.92 per barrel for the year ended December 31, 1995 from $15.67 per
barrel for the year ended December 31, 1994. Average gas prices
decreased to $1.46 per Mcf for the year ended December 31, 1995 from
$1.80 per Mcf for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $121,209 (14.8%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil and gas sold during the year ended December 31, 1995, partially
offset by an increase in expenses related to workovers, production
facilities, and salt water disposal incurred during the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses increased to 46.0% for the year ended December 31, 1995 from
35.8% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in the average price of gas sold
during the year ended December 31, 1995.
50
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $630,923 (48.7%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in volumes of oil and gas sold
during the year ended December 31, 1995 and upward revisions of
previous reserve estimates at December 31, 1995. As a percentage of
oil and gas sales, this expense decreased to 43.7% for the year ended
December 31, 1995 from 56.6% for the year ended December 31, 1994.
This percentage decrease was primarily due to the increase in the
estimate of remaining reserves at December 31, 1995, partially offset
by the decrease in the average price of gas sold during the year ended
December 31, 1995.
As set forth under "Results of Operations" above, the II-C
Partnership recognized a non-cash charge against earnings of $245,324
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-C Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-C Partnership's prior impairment
policy.
General and administrative expenses increased $65,190 (35.5%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-C Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 16.4% for the year ended December 31, 1995 from
8.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales, both of which occurred
during the year ended December 31, 1995.
51
<PAGE>
<PAGE>
II-D Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $427,586 (11.0%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $242,000 and $901,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $367,000
and $344,000, respectively, related to decreases in volumes of oil and
gas sold and a $35,000 adjustment due to a net profits interest
settlement. Volumes of oil and gas sold decreased 22,396 barrels and
268,658 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of oil sold resulted primarily from (i) the sale of four significant
oil producing wells during the year ended December 31, 1996, (ii) the
shutting-in of one well during the year ended December 31, 1996 in
order to perform a workover to improve the recovery of reserves, and
(iii) normal declines in production due to diminished oil reserves on
two wells during the year ended December 31, 1996 as compared to the
year ended December 31, 1995. Average oil and gas prices increased to
$20.03 per barrel and $1.83 per Mcf, respectively, for the year ended
December 31, 1996 from $16.39 per barrel and $1.28 per Mcf,
respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $335,345 (15.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from decreases in volumes of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 41.6% for the year ended December
31, 1996 from 54.8% for the year ended December 31, 1995. This
percentage decrease was primarily due to the increases in the average
prices of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.
52
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $747,734 (48.3%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 18.5% for the year ended
December 31, 1996 from 39.7% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the II-D
Partnership recognized a non-cash charge against earnings of $370,172
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-D Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses decreased $89,014 (16.4%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This decrease resulted primarily from a decrease
in legal fees during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 10.5% for the year ended December
31, 1996 from 13.9% for the year ended December 31, 1995. This
percentage decrease was primarily due to the increase in oil and gas
sales discussed above.
The Limited Partners in the II-D Partnership have received cash
distributions through December 31, 1996 of $22,737,903 or 72.2% of
Limited Partner capital contributions.
53
<PAGE>
<PAGE>
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $947,644 (19.5%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $161,000 was related to a
decrease in volumes of gas sold and approximately $839,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase of approximately $112,000 related to an increase in the
average price of oil sold. Volumes of oil and gas sold decreased
4,697 barrels and 93,713 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
Average oil prices increased to $16.39 per barrel for the year ended
December 31, 1995 from $15.13 per barrel for the year ended December
31, 1994. Average gas prices decreased to $1.28 per Mcf for the year
December 31, 1995 from $1.72 per Mcf for the year ended December 31,
1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) increased $400,483 (23.1%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This increase was primarily due to lease operating expense
adjustments recognized during the year ended December 31, 1994
associated with changes in estimates by third party operators of gas
balancing positions on certain wells, partially offset by the decrease
in volumes of oil and gas sold during the year ended December 31,
1995. As a percentage of oil and gas sales, these expenses increased
to 54.8% for the year ended December 31, 1995 from 35.8% for the year
ended December 31, 1994. This percentage increase was primarily a
result of the dollar increase in oil and gas production expenses,
partially offset by the decrease in the average price of gas sold
during the year ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,264,015 (44.9%) for the year ended December
31, 1995 as compared to the year ended December 31, 1994. This
decrease was primarily a result of the decrease in volumes of oil and
gas sold and upward revisions of previous reserve estimates at
December 31, 1995. As a percentage of oil and gas sales, this expense
decreased to 39.7% for the year ended December 31, 1995 from 58.0% for
the year ended December 31, 1994. This percentage decrease was
primarily due to the increase in the estimate of remaining reserves at
December 31, 1995, partially offset by the decrease in the average
price of gas sold during the year ended December 31, 1995.
54
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-D
Partnership recognized a non-cash charge against earnings of $370,172
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-D Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-D Partnership's prior impairment
policy.
General and administrative expenses increased $144,656 (36.3%)
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-D Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 13.9% for the year ended December 31, 1995 from
8.2% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales, both of which occurred
during the year ended December 31, 1995.
II-E Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $395,908 (17.2%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $192,000 and $465,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $166,000
and $100,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 9,876 barrels and
76,005 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of oil sold resulted primarily from (i) the sale of one significant
oil producing well during the year ended December 31, 1996 and (ii)
normal declines in production due to diminished oil reserves on
several wells during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. Average oil and gas prices
increased to $20.37 per barrel and $1.85 per Mcf, respectively, for
the year ended December 31, 1996 from $16.81 per barrel and $1.31 per
Mcf, respectively, for the year ended December 31, 1995.
55
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $235,430 (20.5%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from (i) a decrease in
production expenses due to the sale of one well during the year ended
December 31, 1996, (ii) abandonment expenses incurred on one well
during the year ended December 31, 1995, (iii) workover expenses
incurred on two wells during the year ended December 31, 1995 in order
to improve the recovery of reserves, and (iv) a decrease in general
repair and maintenance expenses incurred on several wells during the
year ended December 31, 1996 as compared to the year ended December
31, 1995. As a percentage of oil and gas sales, these expenses
decreased to 33.9% for the year ended December 31, 1996 from 50.0% for
the year ended December 31, 1995. This percentage decrease was
primarily due to the dollar decrease in production expenses discussed
above and the increases in the average prices of oil and gas sold
during the year ended December 31, 1996 as compared to the year ended
December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $629,892 (46.4%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 29.3% for the year ended
December 31, 1996 from 59.1% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the II-E
Partnership recognized a non-cash charge against earnings of $465,045
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-E Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
56
<PAGE>
<PAGE>
General and administrative expenses decreased $199,100 (32.3%)
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This decrease resulted primarily from a decrease
in legal fees during the year ended December 31, 1996 as compared to
the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses decreased to 15.5% for the year ended December
31, 1996 from 26.8% for the year ended December 31, 1995. This
percentage decrease was primarily due to the dollar decrease in
general and administrative expenses and the increase in oil and gas
sales discussed above.
The Limited Partners in the II-E Partnership have received cash
distributions through December 31, 1996 of $13,425,574 or 58.7% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $183,297 (7.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $46,000 and $366,000,
respectively, were related to a decrease in volumes of oil sold and a
decrease in the average price of gas sold, partially offset by
increases of approximately $143,000 and $87,000, respectively, related
to an increase in volumes of gas sold and an increase in the average
price of oil sold. Volumes of oil sold decreased 2,976 barrels and
volumes of gas sold increased 84,152 Mcf for the year ended December
31, 1995 as compared to the year ended December 31, 1994. Average oil
prices increased to $16.81 per barrel for the year ended December 31,
1995 from $15.45 per barrel for the year ended December 31, 1994.
Average gas prices decreased to $1.31 per Mcf for the year ended
December 31, 1995 from $1.70 per Mcf for the year ended December 31,
1994.
57
<PAGE>
<PAGE>
Oil and gas production expenses (including lease operating
expenses and production taxes) increased $204,609 (21.7%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This increase was primarily due to (i) a lease operating
expense adjustment recognized during the year ended December 31, 1994
associated with changes in estimates by the third party operator of
gas balancing positions on certain wells, (ii) an increase in volumes
of gas sold during the year ended December 31, 1995, (iii) abandonment
expenses incurred on one well during the year ended December 31, 1995,
and (iv) workover expenses incurred on two wells during the year ended
December 31, 1995 in order to improve the recovery of reserves. As a
percentage of oil and gas sales, these expenses increased to 50.0% for
the year ended December 31, 1995 from 38.0% for the year ended
December 31, 1994. This percentage increase was primarily a result of
the decrease in the average price of gas sold during the year ended
December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $717,013 (34.5%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in volumes of oil sold and
upward revisions of previous reserve estimates at December 31, 1995,
partially offset by the increase in volumes of gas sold during the
same period. As a percentage of oil and gas sales, this expense
decreased to 59.1% for the year ended December 31, 1995 from 83.7% for
the year ended December 31, 1994. This percentage decrease was
primarily due to the increase in the estimate of remaining reserves
discussed above.
As set forth under "Results of Operations" above, the II-E
Partnership recognized a non-cash charge against earnings of $465,045
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-E Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-E Partnership's prior impairment
policy.
General and administrative expenses increased $344,472 (126.7%)
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar increase resulted primarily from an
increase in legal fees associated with a gas contract arbitration
matter the II-E Partnership is pursuing against Texaco. See "Item 3.
Legal Proceedings." As a percentage of oil and gas sales, this
expense increased to 26.8% for the year ended December 31, 1995 from
11.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the dollar increase in general and administrative
expenses and the decrease in oil and gas sales discussed above.
58
<PAGE>
<PAGE>
II-F Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $404,721 (20.0%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $177,000 and $457,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $119,000
and $114,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 7,378 barrels and
84,102 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. Average oil and gas
prices increased to $19.83 per barrel and $1.96 per Mcf, respectively,
for the year ended December 31, 1996 from $16.10 per barrel and $1.36
per Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $17,675 (2.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from decreases in volumes of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995, partially offset by an increase
in production taxes associated with the increase in oil and gas sales
discussed above. As a percentage of oil and gas sales, these expenses
decreased to 26.5% for the year ended December 31, 1996 from 32.6% for
the year ended December 31, 1995. This percentage decrease was
primarily due to the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $505,018 (48.7%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 21.8% for the year ended
December 31, 1996 from 51.1% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
59
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-F
Partnership recognized a non-cash charge against earnings of $312,270
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-F Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 8.5% for the year ended December 31, 1996 from
9.9% for the year ended December 31, 1995. This percentage decrease
was primarily due to the increases in the average prices of oil and
gas sold during the year ended December 31, 1996 as compared to the
year ended December 31, 1995.
The Limited Partners in the II-F Partnership have received cash
distributions through December 31, 1996 of $13,042,051 or 76.1% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $287,972 (12.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $133,000 was related to a
decrease in volumes of oil sold and approximately $237,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase of approximately $68,000 related to an increase in the
average price of oil sold. Volumes of oil sold decreased 8,950
barrels and volumes of gas sold increased 12,176 Mcf for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Average oil prices increased to $16.10 per barrel for the year
ended December 31, 1995 from $14.85 per barrel for the year ended
December 31, 1994. Average gas prices decreased to $1.36 per Mcf for
the year ended December 31, 1995 from $1.64 per Mcf for the year ended
December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $115,977 (14.9%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil sold coupled with a decrease in expenses related to workovers,
repairs, and power and fuel during the year ended December 31, 1995.
As a percentage of oil and gas sales, these expenses remained
relatively constant at 32.6% for the year ended December 31, 1995 as
compared to 33.6% for the year ended December 31, 1994.
60
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $233,854 (18.4%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in volumes of oil sold during
the year ended December 31, 1995 and upward revisions of previous
reserve estimates at December 31, 1995. As a percentage of oil and
gas sales, this expense decreased to 51.1% for the year ended December
31, 1995 from 54.8% for the year ended December 31, 1994. This
percentage decrease was primarily due to the increase in the estimate
of remaining reserves discussed above, partially offset by the
decrease in the average price of gas sold during the year ended
December 31, 1995.
As set forth under "Results of Operations" above, the II-F
Partnership recognized a non-cash charge against earnings of $312,270
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-F Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-F Partnership's prior impairment
policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the similar period
in 1994. As a percentage of oil and gas sales, these expenses
increased slightly to 9.9% for the year ended December 31, 1995 from
8.8% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
61
<PAGE>
<PAGE>
II-G Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $810,712 (18.6%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $370,000 and $976,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $252,000
and $281,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 15,613 barrels and
206,385 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. Average oil and gas
prices increased to $19.83 per barrel and $1.96 per Mcf, respectively,
for the year ended December 31, 1996 from $16.11 per barrel and $1.36
per Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $69,103 (4.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from decreases in volumes of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995, partially offset by an increase
in production taxes associated with the increase in oil and gas sales
discussed above. As a percentage of oil and gas sales, these expenses
decreased to 26.9% for the year ended December 31, 1996 from 33.5% for
the year ended December 31, 1995. This percentage decrease was
primarily due to the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,143,679 (49.6%) for the year ended December
31, 1996 as compared to the year ended December 31, 1995. This
decrease resulted primarily from (i) an upward revision in the
estimate of remaining gas reserves at December 31, 1996, (ii) the
decrease in volumes of oil and gas sold during the year ended December
31, 1996 as compared to the year ended December 31, 1995, and (iii) a
reduction in the depletable base of oil and gas properties due to the
impairment provision recorded in 1995 as discussed below. As a
percentage of oil and gas sales, this expense decreased to 22.5% for
the year ended December 31, 1996 from 53.1% for the year ended
December 31, 1995. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization discussed
above and the increases in the average prices of oil and gas sold
during the year ended December 31, 1996 as compared to the year ended
December 31, 1995.
62
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-G
Partnership recognized a non-cash charge against earnings of $839,228
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-G Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses remained relatively constant at 8.7% for the year ended
December 31, 1996 as compared to 10.1% for the year ended December 31,
1995.
The Limited Partners in the II-G Partnership have received cash
distributions through December 31, 1996 of $26,638,371 or 71.6% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $768,689 (15.0%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $280,000 and $145,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $495,000 was related to a decrease in the average
price of gas sold, partially offset by an increase of approximately
$144,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 18,828 barrels and 88,781 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Average oil prices increased to $16.11
per barrel for the year ended December 31, 1995 from $14.86 per barrel
for the year ended December 31, 1994. Average gas prices decreased to
$1.36 per Mcf for the year ended December 31, 1995 from $1.63 per Mcf
for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $372,201 (20.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil and gas sold coupled with a decrease in expenses related to
workovers and production facilities during the year ended December 31,
1995. As a percentage of oil and gas sales, these expenses decreased
to 33.5% for the year ended December 31, 1995 from 35.7% for the year
ended December 31, 1994. This percentage decrease was primarily due
to the decrease in workover expenses during the year ended December
31, 1995 as compared to the year ended December 31, 1994.
63
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $502,587 (17.9%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in volumes of oil and gas sold
during the year ended December 31, 1995 and upward revisions of
previous reserve estimates at December 31, 1995. As a percentage of
oil and gas sales, this expense decreased to 53.1% for the year ended
December 31, 1995 from 54.9% for the year ended December 31, 1994.
This percentage decrease was primarily due to the upward revision in
reserve estimates discussed above, partially offset by the decrease in
the average price of gas sold during the year ended December 31, 1995
as compared to the year ended December 31, 1994.
As set forth under "Results of Operations" above, the II-G
Partnership recognized a non-cash charge against earnings of $839,228
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-G Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-G Partnership's prior impairment
policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the similar period
in 1994. As a percentage of oil and gas sales, these expenses
increased to 10.1% for the year ended December 31, 1995 from 8.6% for
the year ended December 31, 1994 due to the decrease in oil and gas
sales during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
64
<PAGE>
<PAGE>
II-H Partnership
----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $187,487 (18.0%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $86,000 and $234,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $60,000
and $71,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 3,698 barrels and
52,708 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. Average oil and gas
prices increased to $19.85 per barrel and $1.94 per Mcf, respectively,
for the year ended December 31, 1996 from $16.12 per barrel and $1.35
per Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $19,594 (5.5%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decreases in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, partially offset by an
increase in production taxes associated with the increase in oil and
gas sales discussed above. As a percentage of oil and gas sales,
these expenses decreased to 27.6% for the year ended December 31, 1996
from 34.4% for the year ended December 31, 1995. This percentage
decrease was primarily due to the increases in the average prices of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $269,588 (49.0%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining gas reserves at December 31, 1996, (ii) the decrease in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a reduction in
the depletable base of oil and gas properties due to the impairment
provision recorded in 1995 as discussed below. As a percentage of oil
and gas sales, this expense decreased to 22.8% for the year ended
December 31, 1996 from 52.8% for the year ended December 31, 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
65
<PAGE>
<PAGE>
As set forth under "Results of Operations" above, the II-H
Partnership recognized a non-cash charge against earnings of $259,808
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-H Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 9.0% for the year ended December 31, 1996 from
10.3% for the year ended December 31, 1995. This percentage decrease
was primarily due to the increases in the average prices of oil and
gas sold during the year ended December 31, 1996 as compared to the
year ended December 31, 1995.
The Limited Partners in the II-H Partnership have received cash
distributions through December 31, 1996 of $6,163,364 or 67.2% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $166,151 (13.7%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $65,000 was related to a
decrease in volumes of oil sold and approximately $130,000 was related
to a decrease in the average price of gas sold, partially offset by an
increase of approximately $34,000 related to an increase in the
average price of oil sold. Volumes of oil and gas sold decreased
4,371 barrels and 2,807 Mcf, respectively, for the year ended December
31, 1995 as compared to the year ended December 31, 1994. Average oil
prices increased to $16.12 per barrel for the year ended December 31,
1995 from $14.86 per barrel for the year ended December 31, 1994.
Average gas prices decreased to $1.35 per Mcf for the year ended
December 31, 1995 from $1.64 per Mcf for the year ended December 31,
1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $68,709 (16.1%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to the decrease in volumes of
oil and gas sold and a decrease in expenses related to workovers
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses remained relatively constant at 34.4% for the year ended
December 31, 1995 compared to 35.4% for the year ended December 31,
1994.
66
<PAGE>
<PAGE>
Depreciation, depletion, and amortization of oil and gas
properties decreased $149,340 (21.3%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994. This decrease
was primarily a result of the decrease in volumes of oil and gas sold
during the year ended December 31, 1995 and upward revisions of
previous reserve estimates at December 31, 1995. As a percentage of
oil and gas sales, this expense decreased to 52.8% for the year ended
December 31, 1995 from 57.9% for the year ended December 31, 1994.
This percentage decrease was primarily due to the increase in the
estimate of remaining reserves discussed above, partially offset by
the decrease in the average price of gas sold during the year ended
December 31, 1995.
As set forth under "Results of Operations" above, the II-H
Partnership recognized a non-cash charge against earnings of $259,808
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the undiscounted future net revenues from such oil and gas
properties, in accordance with the II-H Partnership's adoption of SFAS
No. 121. No similar charge was necessary during the year ended
December 31, 1994 under the II-H Partnership's prior impairment
policy.
General and administrative expenses decreased $3,398 (3.1%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This dollar decrease resulted primarily from a
decrease in professional and filing fees. As a percentage of oil and
gas sales, these expenses increased to 10.3% for the year ended
December 31, 1995 from 9.2% for the year ended December 31, 1994.
This percentage increase resulted primarily from the decrease in oil
and gas sales during the year ended December 31, 1995 as compared to
the year ended December 31, 1994.
Average Sales Prices, Production Volumes, and Average Production
Costs
The following is a comparison of the annual average oil and gas
sales prices, production volumes, and average production costs (lease
operating expenses and production taxes) per equivalent unit (one
barrel of oil or six Mcf of gas) for the years ended December 31,
1996, 1995, and 1994. These factors comprise the change in net oil and
gas operations discussed in the "Results of Operations" section above.
67
<PAGE>
<PAGE>
1996 Compared to 1995
---------------------
Average Sales Prices
------------------------------------------------------------
P/ship 1996 1995 % Change
------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ----
II-A $20.40 $2.15 $16.86 $1.49 21% 44%
II-B 20.92 2.15 16.62 1.54 26% 40%
II-C 21.14 2.04 16.92 1.46 25% 40%
II-D 20.03 1.83 16.39 1.28 22% 43%
II-E 20.37 1.85 16.81 1.31 21% 41%
II-F 19.83 1.96 16.10 1.36 23% 44%
II-G 19.83 1.96 16.11 1.36 23% 44%
II-H 19.85 1.94 16.12 1.35 23% 44%
Production Volumes
- ------------------------------------------------------------------
P/ship 1996 1995 % Change
- ------ ------------------ ------------------ ----------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
II-A 103,230 1,737,090 120,420 1,768,316 (14%) ( 2%)
II-B 74,434 1,219,775 81,304 1,205,296 ( 8%) 1%
II-C 25,093 685,344 26,383 737,277 ( 5%) ( 7%)
II-D 66,517 1,637,645 88,913 1,906,303 (25%) (14%)
II-E 53,804 861,464 63,680 937,469 (16%) ( 8%)
II-F 47,395 761,702 54,773 845,804 (13%) (10%)
II-G 99,593 1,626,530 115,206 1,832,915 (14%) (11%)
II-H 23,172 397,146 26,870 449,854 (14%) (12%)
Average Production Costs
per Equivalent Barrel of Oil
--------------------------------
P/ship 1996 1995 % Change
------ ----- ----- --------
II-A $4.94 $4.45 11%
II-B 4.19 5.40 (22%)
II-C 4.33 4.68 ( 7%)
II-D 5.31 5.25 1%
II-E 4.63 5.22 (11%)
II-F 3.69 3.38 9%
II-G 3.74 3.46 8%
II-H 3.80 3.52 8%
68
<PAGE>
<PAGE>
1995 Compared to 1994
---------------------
Average Sales Prices
------------------------------------------------------------
P/ship 1995 1994 % Change
------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
II-A $16.86 $1.49 $15.12 $1.84 12% (19%)
II-B 16.62 1.54 15.15 1.83 10% (16%)
II-C 16.92 1.46 15.67 1.80 8% (19%)
II-D 16.39 1.28 15.13 1.72 8% (26%)
II-E 16.81 1.31 15.45 1.70 9% (23%)
II-F 16.10 1.36 14.85 1.64 8% (17%)
II-G 16.11 1.36 14.86 1.63 8% (17%)
II-H 16.12 1.35 14.86 1.64 8% (18%)
Production Volumes
- ----------------------------------------------------------------
P/ship 1995 1994 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
II-A 120,420 1,768,316 150,281 2,226,658 (20%) (21%)
II-B 81,304 1,205,296 111,099 1,649,869 (27%) (27%)
II-C 26,383 737,277 34,074 975,652 (23%) (24%)
II-D 88,913 1,906,303 93,610 2,000,016 ( 5%) ( 5%)
II-E 63,680 937,469 66,656 853,317 ( 4%) 10%
II-F 54,773 845,804 63,723 833,628 (14%) 1%
II-G 115,206 1,832,915 134,034 1,921,696 (14%) ( 5%)
II-H 26,870 449,854 31,241 452,661 (14%) ( 1%)
Average Production Costs
per Equivalent Barrel of Oil
--------------------------------
P/ship 1995 1994 % Change
------ ----- ----- --------
II-A $4.45 $4.57 ( 2.6%)
II-B 5.40 5.22 3.4%
II-C 4.68 4.17 12.2%
II-D 5.25 4.07 29.0%
II-E 5.22 4.52 15.5%
II-F 3.38 3.84 (12.0%)
II-G 3.46 4.02 (13.9%)
II-H 3.52 4.01 (12.2%)
69
<PAGE>
<PAGE>
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 production
levels for the year ended December 31, 1996, the Partnerships proved
reserve quantities at December 31, 1996 would have the following
lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 5.3 6.7
II-B 4.6 6.8
II-C 6.2 8.1
II-D 6.7 7.4
II-E 6.6 5.6
II-F 6.1 7.7
II-G 6.2 7.7
II-H 6.3 7.7
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there
should be no further material capital resource commitments in the
future. The Partnerships have no debt commitments. Cash for
operational purposes will be provided by current oil and gas
production.
The Samson Companies are currently in the process of evaluating
certain oil and gas properties owned by the Partnerships and other
entities of the Samson Companies. As a result of such evaluation, it
is expected that certain of these properties will be placed in bid
packages and offered for sale during the first half of 1997. It is
likely that the Partnerships will have an interest in some of the
properties being sold. It is currently estimated that the value of
such sales, as a percentage of total proved reserves of any
Partnership, will range from 1% to 20%.
The decision to accept any offer for the purchase of a property
owned by one or more Partnerships will be made by the General Partner
after giving due consideration to the offer price and the General
Partner's estimate of both the property's remaining proved reserves
and future operating costs. Net proceeds from the sale of any such
properties will be distributed to the Partnerships and will be
included in the calculation of the Partnerships' cash distributions
for the quarter immediately following the Partnerships' receipt of the
proceeds.
70
<PAGE>
<PAGE>
Following completion of any sale, the Partnerships' quantity of
proved reserves will be reduced. It is also possible that the
Partnerships' repurchase values and future cash distributions could
decline as a result of a reduction of the Partnerships' reserve base.
On the other hand, the General Partner believes there will be
beneficial operating efficiencies related to the Partnerships'
remaining properties. This is primarily due to the fact that the
properties being considered for sale are more likely to bear a higher
ratio of operating expenses as compared to reserves than the
properties not being considered for sale. The net effect of such
property sales is difficult to predict as of the date of this Annual
Report.
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.
If the Partnerships sell any of their properties as discussed above,
the Partnerships' quantity of proved reserves will be reduced;
therefore, it is possible that the Partnerships' future cash
distributions could decline as a result of a reduction of the
Partnerships' reserve base.
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 1996. 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 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in
Item 14 hereof.
71
<PAGE>
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The
following individuals are directors and executive officers of the
General Partner. The business address of such director and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 44 President and Director
Judy K. Fox 45 Secretary
The director will hold office until the next annual meeting of
shareholders of Geodyne and 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 the Samson Companies in 1981, was named
Senior Vice President and Director of Geodyne on March 3, 1993, and
was named President of Geodyne on June 30, 1996. Prior to joining the
Samson Companies, 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; President and Director of Samson Properties
Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation,
Geodyne Depositary Company, Geodyne Institutional Depositary Company,
Geodyne Nominee Corporation, Berry Gas Company, Circle L Drilling
Company, and Compression, Inc.; and President and Chairman of the
Board of Directors of Samson Securities Company.
Judy K. Fox joined the Samson Companies in 1990 and was named
Secretary of Geodyne on June 30, 1996. Prior to joining the Samson
Companies, 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, Geodyne
Depositary Company, Geodyne Institutional Depositary Company, Geodyne
Nominee Corporation, Samson Hydrocarbons Company, and Samson
Properties Incorporated.
72
<PAGE>
<PAGE>
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. The amount
of general and administrative expense allocated to the General Partner
and its affiliates which was charged to each Partnership for the years
ended December 31, 1996, 1995, and 1994 is set forth in the table
below.
Partnership 1996 1995 1994
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,757
II-C 162,756 162,756 162,759
II-D 331,452 331,452 331,451
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,421
II-G 391,776 391,776 391,778
II-H 96,540 96,540 96,358
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships
reimburse the General Partner or its affiliates for that portion of
such officers' and directors' salaries and expenses attributable to
time devoted by such individuals to the Partnerships' activities. The
following tables indicate the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1996, 1995, and 1994:
73
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $270,179 - - - - - -
1995 $278,336 - - - - - -
1996 $298,217 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-A Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
A Partnership and no individual's salary or other compensation reimbursement from the II-A
Partnership equals or exceeds $100,000 per annum.
</TABLE>
74
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $201,801 - - - - - -
1995 $207,895 - - - - - -
1996 $222,745 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-B Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
B Partnership and no individual's salary or other compensation reimbursement from the II-B
Partnership equals or exceeds $100,000 per annum.
</TABLE>
75
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $86,262 - - - - - -
1995 $88,865 - - - - - -
1996 $95,212 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-C Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
C Partnership and no individual's salary or other compensation reimbursement from the II-C
Partnership equals or exceeds $100,000 per annum.
</TABLE>
76
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $175,669 - - - - - -
1995 $180,973 - - - - - -
1996 $193,899 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-D Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
D Partnership and no individual's salary or other compensation reimbursement from the II-D
Partnership equals or exceeds $100,000 per annum.
</TABLE>
77
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $127,658 - - - - - -
1995 $131,512 - - - - - -
1996 $140,905 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-E Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
E Partnership and no individual's salary or other compensation reimbursement from the II-E
Partnership equals or exceeds $100,000 per annum.
</TABLE>
78
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $ 95,623 - - - - - -
1995 $ 98,509 - - - - - -
1996 $105,546 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-F Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
F Partnership and no individual's salary or other compensation reimbursement from the II-F
Partnership equals or exceeds $100,000 per annum.
</TABLE>
79
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $207,643 - - - - - -
1995 $213,910 - - - - - -
1996 $229,189 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-G Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
G Partnership and no individual's salary or other compensation reimbursement from the II-G
Partnership equals or exceeds $100,000 per annum.
</TABLE>
80
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $51,070 - - - - - -
1995 $52,711 - - - - - -
1996 $56,476 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the II-H Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the II-
H Partnership and no individual's salary or other compensation reimbursement from the II-H
Partnership equals or exceeds $100,000 per annum.
</TABLE>
81
<PAGE>
<PAGE>
During 1994 and 1995 El Paso, an affiliate of the Partnerships
until December 6, 1995, purchased a portion of the Partnerships' gas
at market prices and resold such gas at market prices directly to end
users and local distribution companies. The table below summarizes
the dollar amount of gas sold by the Partnerships to Premier for the
years ended December 31, 1995 and 1994.
Partnership 1995 1994
----------- -------- ----------
II-A $825,515 $1,085,911
II-B 374,717 595,951
II-C 225,948 365,980
II-D 682,346 909,348
II-E 593,218 618,067
II-F 367,527 543,786
II-G 776,211 1,150,665
II-H 182,878 272,053
After December 6, 1995 the Partnerships' gas was marketed by the
General Partner and its affiliates, who were reimbursed for such
activities as general and administrative expenses. See "Item 13.
Certain Relationships and Related Transactions."
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.
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1996, the Samson Companies
were in the business of supplying field and drilling equipment and
services to affiliated and unaffiliated parties in the industry.
These companies may have provided equipment and services for wells in
which the Partnerships have an interest. These equipment and services
were 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.
82
<PAGE>
<PAGE>
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 28, 1997 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 56,064.00 (11.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 56,064.00 (11.6%)
II-B Partnership:
- ----------------
Samson Resources Company 48,360.00 (13.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 48,360.00 (13.4%)
II-C Partnership:
- ----------------
Samson Resources Company 22,210.50 (14.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 22,210.50 (14.4%)
II-D Partnership:
- ----------------
Samson Resources Company 35,703.00 (11.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 35,703.00 (11.3%)
83
<PAGE>
<PAGE>
II-E Partnership:
- ----------------
Samson Resources Company 30,413.67 (13.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 30,413.67 (13.3%)
II-F Partnership:
- ----------------
Samson Resources Company 21,917.75 (12.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 21,917.75 (12.8%)
II-G Partnership:
- ----------------
Samson Resources Company 35,452.00 ( 9.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 35,452.00 ( 9.5%)
II-H Partnership:
- ----------------
Samson Resources Company 12,082.00 (13.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 12,082.00 (13.2%)
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 of reports required under Section 16 of the
Securities Exchange Act of 1934.
84
<PAGE>
<PAGE>
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 the Samson Companies. The Partnerships thus compete with
the Samson Companies (including other currently sponsored oil and gas
partnerships) for the time and resources of such personnel. The
Samson Companies devote such time and personnel to the management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.
85
<PAGE>
<PAGE>
As a result of Samson Investment Company's ("Samson") acquisition
of the General Partner and its affiliates, Samson, PaineWebber, and
the General Partner and certain of its affiliates entered into an
advisory agreement which relates primarily to the Partnerships.
PaineWebber served as the dealer manager of the original offering of
Units. The Advisory Agreement became effective on March 3, 1993 and
will expire on March 3, 1998. The Advisory Agreement provides that:
(i) Samson and the General Partner will comply, and will cause the
Partnerships to comply, with provisions of the Partnership Agreements
(including all restrictions, prohibitions, and other provisions of
such agreements concerning transactions in which Samson or its
affiliates purchase or sell properties from or to, or render services
to, the Partnerships and the terms of such agreements relating to
farmouts of oil and gas properties), and Samson will cause the General
Partner to comply with all applicable fiduciary duties; (ii) Samson
will review periodically with PaineWebber on a retrospective basis the
general operations and performance of the Partnerships and the terms
of any material transaction by a Partnership, including any
transaction that involves participation by the Samson Companies; and
(iii) Samson will review with PaineWebber on a prospective basis, and
will allow PaineWebber to advise Samson and to comment on, (A) any
General Partner-initiated amendment to a Partnership Agreement which
requires a vote of the Limited Partners of such Partnership and (B)
any proposal initiated by the General Partner or any of its affiliates
that would involve a reorganization, merger, or consolidation of a
Partnership, a sale of all or substantially all of the assets of a
Partnership (including a roll-up or corporate stock exchange), the
liquidation or dissolution of a Partnership, or the exchange of cash,
securities, or other assets for all or any outstanding Units.
86
<PAGE>
<PAGE>
In addition, the Advisory Agreement provides, among other things,
that: (i) Samson will cause the General Partner to offer to repurchase
Units at a price to be calculated in accordance with certain
guidelines and to be paid in cash or a combination of cash and certain
securities, all subject to certain limitations and restrictions; (ii)
Samson will provide PaineWebber certain information relating to the
Partnerships and the Limited Partners; (iii) Samson and the General
Partner will maintain an "800" investor services telephone number;
(iv) Samson and the General Partner will take certain actions with
respect to oil and gas properties held by nominees, insurance
maintained by the Partnerships, approval as to transfers of interests
in the Partnerships, and the selection of independent reserve
engineers; (v) Samson and the General Partner acknowledge the standing
of PaineWebber to institute actions, subject to certain limitations,
in connection with the Advisory Agreement on behalf of the Limited
Partners; and (vi) if Samson proposes a consolidation, merger, or
exchange offer involving any limited partnership managed by Samson, it
will propose to include all of the Partnerships in such transaction or
provide a statement to PaineWebber as to the reasons why some or all
of the Partnerships are not included in such transaction.
Pursuant to the Advisory Agreement, the General Partner has
agreed to reimburse PaineWebber for all reasonable expenses incurred
by it in connection with the matters contemplated by the Advisory
Agreement, and Samson has agreed to indemnify PaineWebber and certain
related parties from certain liabilities incurred in connection with
the Advisory Agreement.
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 the Samson
Companies, 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 the Samson Companies. On the other hand,
management believes that the Partnerships' negotiating strength and
contractual positions have been enhanced by virtue of their
affiliation with the Samson Companies. For a description of certain
of the relationships and related transactions see "Item 11. Executive
Compensation."
87
<PAGE>
<PAGE>
PART IV
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, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996 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.
88
<PAGE>
<PAGE>
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 Advisory Agreement dated as of November 24, 1992
between Samson, PaineWebber, Geodyne Resources,
Geodyne Properties, Inc., Geodyne Production
Company, and Geodyne Energy Company filed as
Exhibit 28.3 to Registrant's Current Report on
Form 8-K on December 24, 1992 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-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.
89
<PAGE>
<PAGE>
4.5 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.
4.6 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.
4.7 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.
4.8 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.
4.9 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.
90
<PAGE>
<PAGE>
4.10 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.
4.11 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.
4.12 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.
4.13 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.
4.14 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.
4.15 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.
91
<PAGE>
<PAGE>
* 23.1 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
A.
* 23.2 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
B.
* 23.3 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
C.
* 23.4 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
D.
* 23.5 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
E.
* 23.6 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
F.
* 23.7 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
G.
* 23.8 Consent of Ryder Scott Company Petroleum Engineers
for Geodyne Energy Income Limited Partnership II-
H.
* 27.1 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-A's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.2 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-B's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.3 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-C's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
92
<PAGE>
<PAGE>
* 27.4 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-D's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.5 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-E's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.6 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-F's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.7 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-G's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
* 27.8 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership II-H's financial
statements as of December 31, 1996 and for the
year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1996:
None.
93
<PAGE>
<PAGE>
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
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
94
<PAGE>
<PAGE>
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-B
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
95
<PAGE>
<PAGE>
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-C
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
96
<PAGE>
<PAGE>
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-D
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
97
<PAGE>
<PAGE>
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-E
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
98
<PAGE>
<PAGE>
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-F
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
99
<PAGE>
<PAGE>
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-G
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
100
<PAGE>
<PAGE>
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-H
By: GEODYNE RESOURCES, INC.
General Partner
March 18, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 18, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 18, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 18, 1997
-------------------
Judy K. Fox
101
<PAGE>
<PAGE>
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
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-A, an Oklahoma limited partnership, and
Geodyne Production Partnership II-A, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-A and
Geodyne Production Partnership II-A at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-A and Geodyne Production
Partnership II-A changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-1
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 875,918 $ 508,024
Accounts receivable:
Oil and gas sales, including
$153,461 due from related
parties at 1995 1,073,459 765,075
--------- ---------
Total current assets $1,949,377 $1,273,099
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 6,170,793 7,390,812
DEFERRED CHARGE 948,217 1,169,277
--------- ---------
$9,068,387 $9,833,188
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 212,801 $ 213,126
Gas imbalance payable 101,493 164,837
--------- ----------
Total current liabilities $ 314,294 $ 377,963
ACCRUED LIABILITY $ 158,683 $ 272,667
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 342,481) ($ 311,994)
Limited Partners, issued and
outstanding, 484,283 Units 8,937,891 9,494,552
--------- ----------
Total Partners' capital $8,595,410 $9,182,558
--------- ----------
$9,068,387 $9,833,188
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-2
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- ---------- ----------
REVENUES:
Oil and gas sales,
including $825,515 and
$1,085,911 of sales to
related parties in
1995 and 1994 $5,832,874 $4,671,555 $6,371,949
Interest income 28,323 20,126 31,747
Gain on sale of oil and
gas properties 96,827 12,179 21,991
Other income - - 72,028
--------- --------- ---------
$5,958,024 $4,703,860 $6,497,715
COSTS AND EXPENSES:
Lease operating $1,601,063 $1,564,012 $2,023,881
Production tax 339,977 282,252 359,486
Depreciation, depletion,
and amortization of oil
and gas properties 1,196,600 1,841,159 3,135,128
Impairment provision - 994,919 -
General and administrative 620,562 655,449 567,466
--------- --------- ---------
$3,758,202 $5,337,791 $6,085,961
--------- --------- ---------
NET INCOME (LOSS) $2,199,822 ($ 633,931) $ 411,754
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 156,483 $ 81,747 $ 145,993
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $2,043,339 ($ 715,678) $ 265,761
========= ========= =========
NET INCOME (LOSS) per Unit $ 4.22 ($ 1.48) $ .55
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
======== ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-3
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $14,459,469 ($303,734) $14,155,735
Net income 265,761 145,993 411,754
Cash distributions ( 2,660,000) ( 140,000) ( 2,800,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $12,065,230 ($297,741) $11,767,489
Net income (loss) ( 715,678) 81,747 ( 633,931)
Cash Distributions ( 1,855,000) ( 96,000) ( 1,951,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 9,494,552 ($311,994) $ 9,182,558
Net income 2,043,339 156,483 2,199,822
Cash distributions ( 2,600,000) ( 186,970) ( 2,786,970)
---------- ------- ----------
Balance, Dec. 31, 1996 $ 8,937,891 ($342,481) $ 8,595,410
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-4
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $2,199,822 ($ 633,931) $ 411,754
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,196,600 1,841,159 3,135,128
Impairment provision - 994,919 -
Gain on sale of oil and
gas properties ( 96,827) ( 12,179) ( 21,991)
(Increase) decrease in
accounts receivable ( 308,384) 63,981 163,316
(Increase) decrease in
deferred charge 221,060 ( 188,505) ( 159,357)
Decrease in accounts
payable ( 325) ( 76,265) ( 9,190)
Decrease in gas
imbalance payable ( 63,344) ( 53,112) ( 755,225)
Increase (decrease) in
accrued liability ( 113,984) ( 126,002) 53,007
--------- --------- ---------
Net cash provided by
operating activities $3,034,618 $1,810,065 $2,817,442
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 98,540) ($ 168,118) ($ 305,300)
Proceeds from sale of
oil and gas properties 218,786 23,383 34,826
--------- --------- ---------
Net cash provided (used)
by investing activities $ 120,246 ($ 144,735) ($ 270,474)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,786,970) ($1,951,000) ($2,800,000)
--------- --------- ---------
Net cash used by financing
activities ($2,786,970) ($1,951,000) ($2,800,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 367,894 ($ 285,670) ($ 253,032)
F-5
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 508,024 793,694 1,046,726
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 875,918 $ 508,024 $ 793,694
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-B, an Oklahoma limited partnership, and
Geodyne Production Partnership II-B, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-B and
Geodyne Production Partnership II-B at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994 in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-B and Geodyne Production
Partnership II-B changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-7
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 569,257 $ 168,239
Accounts receivable:
Oil and gas sales, including
$81,240 due from related
parties at 1995 710,208 584,133
--------- ---------
Total current assets $1,279,465 $ 752,372
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,140,409 5,258,752
DEFERRED CHARGE 160,103 226,303
--------- ---------
$5,579,977 $6,237,427
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 189,245 $ 211,226
Gas imbalance payable 17,055 15,048
--------- ---------
Total current liabilities $ 206,300 $ 226,274
ACCRUED LIABILITY $ 86,198 $ 301,684
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 265,183) ($ 246,438)
Limited Partners, issued and
outstanding, 361,719 Units 5,552,662 5,955,907
--------- ---------
Total Partners' capital $5,287,479 $5,709,469
--------- ---------
$5,579,977 $6,237,427
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales,
including $374,717
and $595,951 of sales
to related parties
in 1995 and 1994 $4,179,527 $3,204,794 $4,703,629
Interest income 16,689 9,960 20,907
Gain (loss) on sale of
oil and gas
properties ( 28,890) 10,869 14,693
--------- --------- ---------
$4,167,326 $3,225,623 $4,739,229
COSTS AND EXPENSES:
Lease operating $ 912,347 $1,315,780 $1,720,223
Production tax 252,366 208,998 294,749
Depreciation, depletion,
and amortization of oil
and gas properties 1,062,233 1,436,788 2,787,591
Impairment provision - 450,601 -
General and
administrative 496,791 574,552 424,373
--------- --------- ---------
$2,723,737 $3,986,719 $5,226,936
--------- --------- ---------
NET INCOME (LOSS) $1,443,589 ($ 761,096) ($ 487,707)
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 113,834 $ 37,441 $ 87,118
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $1,329,755 ($ 798,537) ($ 574,825)
========= ========= =========
NET INCOME (LOSS)
per Unit $ 3.68 ($ 2.21) ($ 1.59)
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-9
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $10,654,269 ($196,997) $10,457,272
Net income (loss) ( 574,825) 87,118 ( 487,707)
Cash distributions ( 2,165,000) ( 113,000) ( 2,278,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $ 7,914,444 ($222,879) $ 7,691,565
Net income (loss) ( 798,537) 37,441 ( 761,096)
Cash distributions ( 1,160,000) ( 61,000) ( 1,221,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 5,955,907 ($246,438) $ 5,709,469
Net income 1,329,755 113,834 1,443,589
Cash distributions ( 1,733,000) ( 132,579) ( 1,865,579)
---------- ------- ----------
Balance, Dec. 31, 1996 $ 5,552,662 ($265,183) $ 5,287,479
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-10
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,443,589 ($ 761,096) ($ 487,707)
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,062,233 1,436,788 2,787,591
Impairment provision - 450,601 -
(Gain) loss on sale of
oil and gas properties 28,890 ( 10,869) ( 14,693)
(Increase) decrease in
accounts receivable ( 126,075) ( 11,586) 233,588
(Increase) decrease in
deferred charge 66,200 ( 53,003) ( 48,827)
Increase (decrease) in
accounts payable ( 21,981) ( 11,178) 22,788
Increase (decrease) in
gas imbalance payable 2,007 ( 3,745) ( 184,769)
Increase (decrease) in
accrued liability ( 215,486) ( 67,612) 166,378
--------- --------- ---------
Net cash provided by
operating activities $2,239,377 $ 968,300 $2,474,349
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 89,173) ($ 217,765) ($ 203,350)
Proceeds from sale of
oil and gas properties 116,393 15,254 33,230
--------- --------- ---------
Net cash provided (used) by
investing activities $ 27,220 ($ 202,511) ($ 170,120)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,865,579) ($1,221,000) ($2,278,000)
--------- --------- ---------
Net cash used by financing
activities ($1,865,579) ($1,221,000) ($2,278,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 401,018 ($ 455,211) $ 26,229
F-11
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 168,239 623,450 597,221
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 569,257 $ 168,239 $ 623,450
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-12
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-C, an Oklahoma limited partnership, and
Geodyne Production Partnership II-C, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-C and
Geodyne Production Partnership II-C at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-C and Geodyne Production
Partnership II-C changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-13
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 387,334 $ 82,353
Accounts receivable:
Oil and gas sales, including
$46,202 due from related
parties at 1995 340,182 291,365
--------- ---------
Total current assets $ 727,516 $ 373,718
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 2,048,879 2,572,284
DEFERRED CHARGE 164,953 259,941
--------- ---------
$2,941,348 $3,205,943
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 69,727 $ 67,293
Gas imbalance payable 10,386 59,892
--------- ---------
Total current liabilities $ 80,113 $ 127,185
ACCRUED LIABILITY $ 69,148 $ 138,658
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 115,619) ($ 99,615)
Limited Partners, issued and
outstanding, 154,621 Units 2,907,706 3,039,715
--------- ---------
Total Partners' capital $2,792,087 $2,940,100
--------- ---------
$2,941,348 $3,205,943
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-14
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$225,948 and $365,980 of
sales to related parties
in 1995 and 1994 $1,925,940 $1,519,937 $2,289,166
Interest income 8,460 6,475 13,099
Gain on sale of oil
and gas properties 42,354 13,807 11,076
Other income - - 180
--------- --------- ---------
$1,976,754 $1,540,219 $2,313,521
COSTS AND EXPENSES:
Lease operating $ 477,750 $ 594,932 $ 663,437
Production tax 125,174 103,713 156,417
Depreciation, depletion,
and amortization of oil
and gas properties 397,849 664,376 1,295,299
Impairment provision - 245,324 -
General and administrative 214,421 248,883 183,693
--------- --------- ---------
$1,215,194 $1,857,228 $2,298,846
--------- --------- ---------
NET INCOME (LOSS) $ 761,560 ($ 317,009) $ 14,675
========= ========= =========
GENERAL PARTNER - NET INCOME $ 53,569 $ 20,538 $ 52,546
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 707,991 ($ 337,547) ($ 37,871)
========= ========= =========
NET INCOME (LOSS) per Unit $ 4.58 ($ 2.18) ($ .24)
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1993 $5,220,133 ($ 80,199) $5,139,934
Net income (loss) ( 37,871) 52,546 14,675
Cash distributions ( 1,090,000) ( 56,500) ( 1,146,500)
--------- ------- ---------
Balance, Dec. 31, 1994 $4,092,262 ($ 84,153) $4,008,109
Net income (loss) ( 337,547) 20,538 ( 317,009)
Cash distributions ( 715,000) ( 36,000) ( 751,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $3,039,715 ($ 99,615) $2,940,100
Net income 707,991 53,569 761,560
Cash distributions ( 840,000) ( 69,573) ( 909,573)
--------- ------- ---------
Balance, Dec. 31, 1996 $2,907,706 ($115,619) $2,792,087
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ---------- ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 761,560 ($317,009) $ 14,675
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 397,849 664,376 1,295,299
Impairment provision - 245,324 -
(Gain) loss on sale of
oil and gas properties ( 42,354) ( 13,807) ( 11,076)
(Increase) decrease in
accounts receivable ( 48,817) ( 3,127) 72,543
(Increase) decrease in
deferred charge 94,988 ( 49,148) ( 27,159)
Increase (decrease) in
accounts payable 2,434 10,952 ( 8,557)
Increase (decrease) in
gas imbalance payable ( 49,506) ( 45,047) ( 104,745)
Increase (decrease) in
accrued liability ( 69,510) 16,127 50,653
--------- ------- ---------
Net cash provided by
operating activities $1,046,644 $508,641 $1,281,633
--------- ------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 5,076) ($ 77,297) ($ 58,552)
Proceeds from sale of
oil and gas properties 172,986 21,108 4,143
--------- ------- ---------
Net cash provided (used)
by investing activities $ 167,910 ($ 56,189) ($ 54,409)
--------- ------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 909,573) ($751,000) ($1,146,500)
--------- ------- ---------
Net cash used by financing
activities ($ 909,573) ($751,000) ($1,146,500)
--------- ------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 304,981 ($298,548) $ 80,724
F-17
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 82,353 380,901 300,177
--------- ------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 387,334 $ 82,353 $ 380,901
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-18
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-D, an Oklahoma limited partnership, and
Geodyne Production Partnership II-D, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-D and
Geodyne Production Partnership II-D at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-D and Geodyne Production
Partnership II-D changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-19
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 906,737 $ 317,368
Accounts receivable:
Oil and gas sales, including
$124,908 due from related
parties at 1995 793,183 630,370
--------- ---------
Total current assets $1,699,920 $ 947,738
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,390,791 5,394,199
DEFERRED CHARGE 863,139 949,227
--------- ---------
$6,953,850 $7,291,164
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 159,967 $ 146,808
Gas imbalance payable 118,313 117,523
--------- ---------
Total current liabilities $ 278,280 $ 264,331
ACCRUED LIABILITY $ 266,782 $ 285,420
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 218,956) ($ 143,473)
Limited Partners, issued and
outstanding, 314,878 Units 6,627,744 6,884,886
--------- ---------
Total Partners' capital $6,408,788 $6,741,413
--------- ---------
$6,953,850 $7,291,164
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-20
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$682,346 and $909,348 of
sales to related parties
in 1995 and 1994 $4,329,102 $3,901,516 $4,849,160
Interest income 16,083 14,424 9,816
Gain on sale of oil
and gas properties 80,630 27,963 2,133
--------- --------- ---------
$4,425,815 $3,943,903 $4,861,109
COSTS AND EXPENSES:
Lease operating $1,492,375 $1,854,632 $1,296,072
Production tax 308,524 281,612 439,689
Depreciation, depletion,
and amortization of oil
and gas properties 800,433 1,548,167 2,812,182
Impairment provision - 370,172 -
General and administrative 453,882 542,896 398,240
--------- --------- ---------
$3,055,214 $4,597,479 $4,946,183
--------- --------- ---------
NET INCOME (LOSS) $1,370,601 ($ 653,576) ($ 85,074)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 99,743 $ 44,055 $ 108,234
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $1,270,858 ($ 697,631) ($ 193,308)
========= ========= =========
NET INCOME (LOSS) per Unit $ 4.04 ($ 2.22) ($ .61)
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $11,215,825 ($135,262) $11,080,563
Net income (loss) ( 193,308) 108,234 ( 85,074)
Cash distributions ( 1,965,000) ( 84,500) ( 2,049,500)
---------- ------- ----------
Balance, Dec. 31, 1994 $ 9,057,517 ($111,528) $ 8,945,989
Net income (loss) ( 697,631) 44,055 ( 653,576)
Cash distributions ( 1,475,000) ( 76,000) ( 1,551,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 6,884,886 ($143,473) $ 6,741,413
Net income 1,270,858 99,743 1,370,601
Cash distributions ( 1,528,000) ( 175,226) ( 1,703,226)
---------- ------- ----------
Balance, Dec. 31, 1996 $ 6,627,744 ($218,956) $ 6,408,788
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-22
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,370,601 ($ 653,576) ($ 85,074)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 800,433 1,548,167 2,812,182
Impairment provision - 370,172 -
Gain on sale of oil
and gas properties ( 80,630) ( 27,963) ( 2,133)
(Increase) decrease in
accounts receivable ( 162,813) 66,975 321,203
(Increase) decrease in
deferred charge 86,088 99,720 ( 506,260)
Increase (decrease) in
accounts payable 13,159 ( 48,428) 31,666
Increase (decrease) in
gas imbalance payable 790 ( 90,500) ( 54,864)
Increase (decrease) in
accrued liability ( 18,638) 62,785 41,723
--------- --------- ---------
Net cash provided by
operating activities $2,008,990 $1,327,352 $2,558,443
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 22,210) ($ 58,694) ($ 100,082)
Proceeds from sale of
oil and gas properties 305,815 36,097 7,537
--------- --------- ---------
Net cash provided (used)
by investing activities $ 283,605 ($ 22,597) ($ 92,545)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,703,226) ($1,551,000) ($2,049,500)
--------- --------- ---------
Net cash used by financing
activities ($1,703,226) ($1,551,000) ($2,049,500)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 589,369 ($ 246,245) $ 416,398
F-23
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 317,368 563,613 147,215
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 906,737 $ 317,368 $ 563,613
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-E, an Oklahoma limited partnership, and
Geodyne Production Partnership II-E, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-E and
Geodyne Production Partnership II-E at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-E and Geodyne Production
Partnership II-E changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-25
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 528,765 $ 201,042
Accounts receivable:
Oil and gas sales, including
$122,758 due from related
parties at 1995 512,573 409,630
--------- ---------
Total current assets $1,041,338 $ 610,672
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,579,160 5,293,979
DEFERRED CHARGE 355,647 374,745
--------- ---------
$5,976,145 $6,279,396
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 133,181 $ 90,392
Gas imbalance payable 161,181 84,265
--------- ---------
Total current liabilities $ 294,362 $ 174,657
ACCRUED LIABILITY $ 59,234 $ 134,283
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 147,595) ($ 122,950)
Limited Partners, issued and
outstanding, 228,821 Units 5,770,144 6,093,406
--------- ---------
Total Partners' capital $5,622,549 $5,970,456
--------- ---------
$5,976,145 $6,279,396
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-26
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$593,218 and $618,067
sales to related parties
in 1995 and 1994 $2,693,317 $2,297,409 $2,480,706
Interest income 10,863 5,942 5,481
Gain on sale of oil
and gas properties 117,078 15,120 1,475
Other income - - 4,361
--------- --------- ---------
$2,821,258 $2,318,471 $2,492,023
COSTS AND EXPENSES:
Lease operating $ 710,012 $ 965,824 $ 725,707
Production tax 203,065 182,683 218,191
Depreciation, depletion,
and amortization of oil
and gas properties 728,518 1,358,410 2,075,423
Impairment provision - 465,045 -
General and administrative 417,205 616,305 271,833
--------- --------- ---------
$2,058,800 $3,588,267 $3,291,154
--------- --------- ---------
NET INCOME (LOSS) $ 762,458 ($1,269,796) ($ 799,131)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 66,720 $ 9,448 $ 43,060
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $ 695,738 ($1,279,244) ($ 842,191)
========= ========= =========
NET INCOME (LOSS) per Unit $ 3.04 ($ 5.59) ($ 3.68)
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $9,839,841 ($ 94,958) $9,744,883
Net income (loss) ( 842,191) 43,060 ( 799,131)
Cash distributions ( 1,095,000) ( 52,500) ( 1,147,500)
--------- ------- ---------
Balance, Dec. 31, 1994 $7,902,650 ($104,398) $7,798,252
Net income (loss) ( 1,279,244) 9,448 ( 1,269,796)
Cash distributions ( 530,000) ( 28,000) ( 558,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $6,093,406 ($122,950) $5,970,456
Net income 695,738 66,720 762,458
Cash distributions ( 1,019,000) ( 91,365) ( 1,110,365)
--------- ------- ---------
Balance, Dec. 31, 1996 $5,770,144 ($147,595) $5,622,549
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-28
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 762,458 ($1,269,796) ($ 799,131)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 728,518 1,358,410 2,075,423
Impairment provision - 465,045 -
Gain on sale of oil
and gas properties ( 117,078) ( 15,120) ( 1,475)
(Increase) decrease in
accounts receivable ( 102,943) ( 54,265) 223,408
(Increase) decrease in
deferred charge 19,098 64,136 ( 322,362)
Increase (decrease) in
accounts payable 42,789 ( 6,685) ( 13,503)
Increase (decrease) in gas
imbalance payable 76,916 42,485 ( 3,938)
Increase (decrease) in
accrued liability ( 75,049) ( 45,814) 60,855
--------- --------- ---------
Net cash provided by
operating activities $1,334,709 $ 538,396 $1,219,277
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 70,806) ($ 82,764) ($ 44,274)
Proceeds from sale of
oil and gas properties 174,185 43,062 2,308
--------- --------- ---------
Net cash provided (used) by
investing activities $ 103,379 ($ 39,702) ($ 41,966)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,110,365) ($ 558,000) ($1,147,500)
--------- --------- ---------
Net cash used by financing
activities ($1,110,365) ($ 558,000) ($1,147,500)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 327,723 ($ 59,306) $ 29,811
F-29
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 201,042 260,348 230,537
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 528,765 $ 201,042 $ 260,348
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-F, an Oklahoma limited partnership, and
Geodyne Production Partnership II-F, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-F and
Geodyne Production Partnership II-F at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-F and Geodyne Production
Partnership II-F changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-31
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 441,903 $ 325,816
Accounts receivable:
General Partner $ 15,285 -
Oil and gas sales, including
$66,788 due from related
parties at 1995 429,839 352,473
--------- ---------
Total current assets $ 887,027 $ 678,289
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,353,347 4,936,055
DEFERRED CHARGE 71,703 119,115
--------- ---------
$5,312,077 $5,733,459
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 42,918 $ 79,348
Gas imbalance payable 31,577 23,373
--------- ---------
Total current liabilities $ 74,495 $ 102,721
ACCRUED LIABILITY $ 28,322 $ 23,330
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 105,914) ($ 84,377)
Limited Partners, issued and
outstanding, 171,400 Units 5,315,174 5,691,785
--------- ---------
Total Partners' capital $5,209,260 $5,607,408
--------- ---------
$5,312,077 $5,733,459
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-32
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ---------- ----------
REVENUES:
Oil and gas sales, including
$367,527 and $543,786 of
sales to related parties
in 1995 and 1994 $2,433,313 $2,028,592 $2,316,564
Interest income 14,218 9,818 8,634
Gain on sale of oil
and gas properties 122,579 27,433 1,130
--------- --------- ---------
$2,570,110 $2,065,843 $2,326,328
COSTS AND EXPENSES:
Lease operating $ 485,892 $ 522,525 $ 582,556
Production tax 158,092 139,134 195,080
Depreciation, depletion,
and amortization of oil
and gas properties 531,040 1,036,058 1,269,912
Impairment provision - 312,270 -
General and administrative 206,749 200,801 204,758
--------- --------- ---------
$1,381,773 $2,210,788 $2,252,306
--------- --------- ---------
NET INCOME (LOSS) $1,188,337 ($ 144,945) $ 74,022
========= ========= =========
GENERAL PARTNER - NET INCOME $ 79,948 $ 46,686 $ 54,498
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $1,108,389 ($ 191,631) $ 19,524
========= ========= =========
NET INCOME (LOSS) per Unit $ 6.47 ($ 1.12) $ .11
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-33
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1993 $8,458,892 ($ 52,561) $8,406,331
Net income 19,524 54,498 74,022
Cash distributions ( 1,580,000) ( 82,000) ( 1,662,000)
--------- ------- ---------
Balance, Dec. 31, 1994 $6,898,416 ($ 80,063) $6,818,353
Net income (loss) ( 191,631) 46,686 ( 144,945)
Cash distributions ( 1,015,000) ( 51,000) ( 1,066,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $5,691,785 ($ 84,377) $5,607,408
Net income 1,108,389 79,948 1,188,337
Cash distributions ( 1,485,000) ( 101,485) ( 1,586,485)
--------- ------- ---------
Balance, Dec. 31, 1996 $5,315,174 ($105,914) $5,209,260
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-34
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,188,337 ($ 144,945) $ 74,022
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 531,040 1,036,058 1,269,912
Impairment provision - 312,270 -
Gain on sale of oil
and gas properties ( 122,579) ( 27,433) ( 1,130)
Increase in accounts
receivable - general
partner ( 15,285) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 77,366) ( 30,509) 89,992
(Increase) decrease in
deferred charge 47,412 ( 20,864) ( 52,880)
Increase (decrease) in
accounts payable ( 36,430) 13,954 4,291
Increase (decrease) in
gas imbalance payable 8,204 ( 20,210) 2,965
Increase (decrease) in
accrued liability 4,992 ( 16,772) 4,006
--------- --------- ---------
Net cash provided by
operating activities $1,528,325 $1,101,549 $1,391,178
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 11,332) ($ 18,171) ($ 38,920)
Proceeds from sale of
oil and gas properties 185,579 71,041 2,412
--------- --------- ---------
Net cash provided (used) by
investing activities $ 174,247 $ 52,870 ($ 36,508)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,586,485) ($1,066,000) ($1,662,000)
--------- --------- ---------
Net cash used by financing
activities ($1,586,485) ($1,066,000) ($1,662,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 116,087 $ 88,419 ($ 307,330)
F-35
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 325,816 237,397 544,727
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 441,903 $ 325,816 $ 237,397
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-36
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-G, an Oklahoma limited partnership, and
Geodyne Production Partnership II-G, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-G and
Geodyne Production Partnership II-G at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-G and Geodyne Production
Partnership II-G changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-37
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 932,165 $ 661,921
Accounts receivable:
General Partner 34,620 -
Oil and gas sales, including
$141,036 due from related
parties at 1995 911,439 748,457
---------- ----------
Total current assets $ 1,878,224 $ 1,410,378
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 9,542,790 10,851,397
DEFERRED CHARGE 155,718 257,374
---------- ----------
$11,576,732 $12,519,149
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 93,647 $ 176,095
Gas imbalance payable 71,995 50,501
---------- ----------
Total current liabilities $ 165,642 $ 226,596
ACCRUED LIABILITY $ 56,912 $ 50,802
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 244,312) ($ 197,620)
Limited Partners, issued and
outstanding, 372,189 Units 11,598,490 12,439,371
---------- ----------
Total Partners' capital $11,354,178 $12,241,751
---------- ----------
$11,576,732 $12,519,149
========== ==========
The accompanying notes are an integral
part of these combined financial statements.
F-38
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ----------
REVENUES:
Oil and gas sales, including
$776,211 and $1,150,665 of
sales to related parties
in 1995 and 1994 $5,158,799 $4,348,087 $5,116,776
Interest income 29,659 20,378 19,121
Gain on sale of oil
and gas properties 225,341 51,339 1,377
--------- --------- ----------
$5,413,799 $4,419,804 $5,137,274
COSTS AND EXPENSES:
Lease operating $1,048,439 $1,152,908 $1,396,694
Production tax 337,815 302,449 430,864
Depreciation, depletion,
and amortization of oil
and gas properties 1,163,236 2,306,915 2,809,502
Impairment provision - 839,228 -
General and administrative 448,345 437,613 441,568
Other - - 32,648
--------- --------- ---------
$2,997,835 $5,039,113 $5,111,276
--------- --------- ---------
NET INCOME (LOSS) $2,415,964 ($ 619,309) $ 25,998
========= ========= =========
GENERAL PARTNER - NET INCOME $ 165,845 $ 94,880 $ 113,680
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $2,250,119 ($ 714,189) ($ 87,682)
========= ========= =========
NET INCOME (LOSS) per Unit $ 6.05 ($ 1.92) ($ .24)
========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-39
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $18,646,242 ($122,180) $18,524,062
Net income (loss) ( 87,682) 113,680 25,998
Cash distributions ( 3,245,000) ( 173,000) ( 3,418,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $15,313,560 ($181,500) $15,132,060
Net income (loss) ( 714,189) 94,880 ( 619,309)
Cash distributions ( 2,160,000) ( 111,000) ( 2,271,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $12,439,371 ($197,620) $12,241,751
Net income 2,250,119 165,845 2,415,964
Cash distributions ( 3,091,000) ( 212,537) ( 3,303,537)
---------- ------- ----------
Balance, Dec. 31, 1996 $11,598,490 ($244,312) $11,354,178
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-40
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 2,415,964 ($ 619,309) $ 25,998
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,163,236 2,306,915 2,809,502
Impairment provision - 839,228 -
Gain on sale of oil
and gas properties ( 225,341) ( 51,339) ( 1,377)
Increase in accounts
receivable - general
partner ( 34,620) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 162,982) ( 60,518) 217,929
(Increase) decrease in
deferred charge 101,656 ( 38,296) ( 122,766)
Increase (decrease) in
accounts payable ( 82,448) 36,125 9,959
Increase (decrease) in
gas imbalance payable 21,494 ( 43,913) 2,370
Increase (decrease) in
accrued liability 6,110 ( 39,539) 10,876
--------- --------- ---------
Net cash provided by
operating activities $3,203,069 $2,329,354 $2,952,491
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 27,441) ($ 40,899) ($ 114,454)
Proceeds from sale of
oil and gas properties 398,153 152,349 5,546
--------- --------- ---------
Net cash provided (used) by
investing activities $ 370,712 $ 111,450 ($ 108,908)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,303,537) ($2,271,000) ($3,418,000)
--------- --------- ---------
Net cash used by financing
activities ($3,303,537) ($2,271,000) ($3,418,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 270,244 $ 169,804 ($ 574,417)
F-41
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 661,921 492,117 1,066,534
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 932,165 $ 661,921 $ 492,117
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-42
<PAGE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership II-H, an Oklahoma limited partnership, and
Geodyne Production Partnership II-H, an Oklahoma general partnership,
as of December 31, 1996 and 1995 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1996, 1995, and 1994. 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 in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-H and
Geodyne Production Partnership II-H at December 31, 1996 and 1995 and
the combined results of their operations and cash flows for the years
ended December 31, 1996, 1995, and 1994, in conformity with generally
accepted accounting principles.
As disclosed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership II-H and Geodyne Production
Partnership II-H changed their method of accounting for impairment of
their oil and gas properties as of October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 14, 1997
F-43
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 221,484 $ 158,812
Accounts receivable:
General Partner 9,151 -
Oil and gas sales, including
$33,220 due from related
parties at 1995 216,574 179,505
--------- ---------
Total current assets $ 447,209 $ 338,317
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,304,814 2,624,277
DEFERRED CHARGE 38,222 62,062
--------- ---------
$2,790,245 $3,024,656
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 23,354 $ 45,404
Gas imbalance payable 16,547 11,211
--------- ---------
Total current liabilities $ 39,901 $ 56,615
ACCRUED LIABILITY $ 14,139 $ 12,779
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 58,835) ($ 47,635)
Limited Partners, issued and
outstanding, 91,711 Units 2,795,040 3,002,897
--------- ---------
Total Partners' capital $2,736,205 $2,955,262
--------- ---------
$2,790,245 $3,024,656
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-44
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$182,878 and $272,053 of
sales to related parties
in 1995 and 1994 $1,230,222 $1,042,735 $1,208,886
Interest income 6,728 4,721 4,315
Gain on sale of
oil and gas properties 51,909 11,436 4,175
--------- --------- ---------
$1,288,859 $1,058,892 $1,217,376
COSTS AND EXPENSES:
Lease operating $ 257,850 $ 284,635 $ 322,897
Production tax 81,540 74,349 104,796
Depreciation, depletion,
and amortization of oil
and gas properties 280,796 550,384 699,724
Impairment provision - 259,808 -
General and administrative 110,738 107,236 110,634
--------- --------- ---------
$ 730,924 $1,276,412 $1,238,051
--------- --------- ---------
NET INCOME (LOSS) $ 557,935 ($ 217,520) ($ 20,675)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 38,792 $ 21,532 $ 26,955
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $ 519,143 ($ 239,052) ($ 47,630)
========= ========= =========
NET INCOME (LOSS) per Unit $ 5.66 ($ 2.61) ($ .52)
========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
<PAGE>
<PAGE>
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, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1993 $4,574,579 ($29,122) $4,545,457
Net income (loss) ( 47,630) 26,955 ( 20,675)
Cash distributions ( 770,000) ( 40,000) ( 810,000)
--------- ------ ---------
Balance, Dec. 31, 1994 $3,756,949 ($42,167) $3,714,782
Net income (loss) ( 239,052) $21,532 ( 217,520)
Cash distributions ( 515,000) ( 27,000) ( 542,000)
--------- ------ ---------
Balance, Dec. 31, 1995 $3,002,897 ($47,635) $2,955,262
Net income 519,143 38,792 557,935
Cash distributions ( 727,000) ( 49,992) ( 776,992)
--------- ------ ---------
Balance, Dec. 31, 1996 $2,795,040 ($58,835) $2,736,205
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $557,935 ($217,520) ($ 20,675)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 280,796 550,384 699,724
Impairment provision - 259,808 -
Gain on sale of oil
and gas properties ( 51,909) ( 11,436) ( 4,175)
Increase in accounts
receivable - general
partner ( 9,151) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 37,069) ( 12,671) 46,724
(Increase) decrease in
deferred charge 23,840 ( 12,223) ( 25,782)
Increase (decrease) in
accounts payable ( 22,050) 11,408 1,874
Increase (decrease) in gas
imbalance payable 5,336 ( 7,479) ( 1,905)
Increase (decrease) in
accrued liability 1,360 ( 9,902) 2,727
------- ------- -------
Net cash provided by
operating activities $749,088 $550,369 $698,512
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 6,306) ($ 10,563) ($ 21,559)
Proceeds from sale of
oil and gas properties 96,882 36,904 1,585
------- ------- -------
Net cash provided (used) by
investing activities $ 90,576 $ 26,341 ($ 19,974)
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($776,992) ($542,000) ($810,000)
------- ------- -------
Net cash used by financing
activities ($776,992) ($542,000) ($810,000)
------- ------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 62,672 $ 34,710 ($131,462)
F-47
<PAGE>
<PAGE>
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 158,812 124,102 255,564
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $221,484 $158,812 $124,102
======= ======= =======
The accompanying notes are an integral
part of these combined financial statements.
F-48
<PAGE>
<PAGE>
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partner-
ships") 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
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, 1996:
F-49
<PAGE>
<PAGE>
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 55,866.00 11.5%
II-B 48,304.00 13.4%
II-C 22,201.50 14.4%
II-D 35,495.00 11.3%
II-E 30,267.67 13.2%
II-F 21,700.75 12.7%
II-G 35,414.00 9.5%
II-H 12,070.00 13.2%
The Partnerships' sole business is the development and production
of oil and gas. Substantially all of the Partnerships' gas reserves
are being sold regionally in 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 the obtaining of transportation services
provided by pipelines.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partner-
ship'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 After Payout
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(1)
- ------------------------
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(2) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(2) 5% 95% 15% 85%
F-50
<PAGE>
<PAGE>
Income(1)
- -----------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(2) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(2) 5% 95% 15% 85%
All other income(2) 5% 95% 15% 85%
- ----------
(1) The allocations in the table result generally from the combined
effect of the allocation provisions in the Partnership
Agreements. For example, the costs incurred in development
drilling are allocated 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.
(2) 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 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.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership
transactions and balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Partnerships to be subject to risk.
F-51
<PAGE>
<PAGE>
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. Subsequent to year-end, all oil and gas sales accrued as
of December 31, 1996 have been collected.
Receivable from General Partner
The receivable from the General Partner at December 31, 1996 for
the II-F, II-G, and II-H Partnerships represents proceeds due to such
Partnerships for the sale of oil and gas properties. Subsequent to
December 31, 1996 such receivable was paid to the II-F, II-G, and II-H
Partnerships.
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, 1996, 1995,
and 1994 were as follows:
F-52
<PAGE>
<PAGE>
Partnership 1996 1995 1994
----------- ----- ----- -----
II-A $3.05 $4.44 $6.01
II-B 3.82 5.09 7.22
II-C 2.86 4.45 6.59
II-D 2.36 3.81 6.59
II-E 3.69 6.18 9.94
II-F 3.05 5.29 6.27
II-G 3.14 5.48 6.18
II-H 3.14 5.40 6.56
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 difference
between asset cost and salvage value is charged or credited to
accumulated depreciation.
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties at the
lowest level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of oil and gas
properties. With respect to the Partnerships' oil and gas properties,
this evaluation was performed for each field, rather than for the
Partnership's properties as a whole as previously allowed by the
Securities and Exchange Commission ("SEC"). SFAS No. 121 provides
that if the unamortized costs of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost
of the properties is written down to fair value, which is determined
by using the discounted future cash flows from the properties. As a
result of the Partnerships' adoption of SFAS No. 121, the Partnerships
recorded a non-cash charge against earnings (impairment provision)
during the fourth quarter of 1995 as follows:
Partnership Amount
----------- --------
II-A $994,919
II-B 450,601
II-C 245,324
II-D 370,172
II-E 465,045
II-F 312,270
II-G 839,228
II-H 259,808
F-53
<PAGE>
<PAGE>
No such charge was recorded for any Partnership for the year ended
December 31, 1996 under SFAS No. 121 or during the year ended December
31, 1994 pursuant to the Partnerships' prior impairment policy.
Subsequent to December 31, 1996, the oil and gas industry has
seen a drop in oil and gas prices. The Partnerships' reserves were
determined at December 31, 1996 using oil and gas prices of
approximately $23.75 per barrel and $3.57 per Mcf, respectively. As
of the date of this Annual Report on Form 10-K, oil and gas prices
received by the Partnerships have decreased to approximately $19.00
per barrel and $1.60 per Mcf, respectively (the "Filing Date Prices").
If the Filing Date Prices, as opposed to December 31, 1996 prices,
were used to determine the recoverability of the Partnerships' oil and
gas reserves, impairment provisions of the following approximate
amounts would have been required at December 31, 1996:
Partnership Amount
----------- --------
II-A $224,000
II-B 135,000
II-C 37,000
II-D 144,000
II-E 318,000
II-F 209,000
II-G 490,000
II-H 126,000
If the Filing Date Prices are in effect on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997. Impairment provisions do not impact
the Partnerships' cash flows from operating activities; however, they
do impact the amount of General Partner and Limited Partner capital.
The risk that the Partnerships will be required to record further
impairment provisions in the future, beyond those noted above,
increases when oil and gas prices are depressed. Accordingly, II-A
Partnership has six fields, the II-B Partnership has three fields, the
II-C and II-H Partnerships have four fields, the II-D Partnership has
five fields, the II-E Partnership has seven fields, the II-F
Partnership has two fields, and the II-G Partnership has one field in
which it is reasonably possible that additional impairment provisions
will be recorded in the near term if oil and gas prices decrease below
the Filing Date Prices.
F-54
<PAGE>
<PAGE>
Deferred Charge
The Deferred Charge represents costs deferred for lease operating
expenses incurred in connection with the Partnerships' underproduced
gas imbalance positions. At December 31, 1996 and 1995, 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:
1996 1995
------------------- ---------------------
Partnership Mcf Amount Mcf Amount
----------- --------- -------- --------- ----------
II-A 1,102,450 $948,217 1,100,703 $1,169,277
II-B 183,942 160,103 189,899 226,303
II-C 249,967 164,953 305,202 259,941
II-D 987,573 863,139 1,069,431 949,227
II-E 393,284 355,647 370,778 374,745
II-F 125,994 71,703 179,850 119,115
II-G 269,269 155,718 383,282 257,374
II-H 65,248 38,222 91,013 62,062
Accrued Liability
The Accrued Liability represents charges accrued for lease
operating expenses incurred in connection with the Partnerships'
overproduced gas imbalance positions. At December 31, 1996 and 1995,
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:
1996 1995
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 184,494 $158,683 342,978 $272,667
II-B 99,033 86,198 261,201 301,684
II-C 104,786 69,148 194,491 138,658
II-D 305,243 266,782 382,457 285,420
II-E 65,503 59,234 176,074 134,283
II-F 49,767 28,322 47,211 23,330
II-G 98,412 56,912 101,552 50,802
II-H 24,136 14,139 24,489 12,779
F-55
<PAGE>
<PAGE>
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. At December 31, 1996 and 1995 total sales exceeded the
Partnerships' share of estimated total gas reserves as follows:
1996 1995
----------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- ----------
II-A 67,662 $101,493 86,302 $164,837
II-B 11,370 17,055 8,047 15,048
II-C 6,924 10,386 31,689 59,892
II-D 78,875 118,313 60,893 117,523
II-E 107,454 161,181 43,213 84,265
II-F 21,051 31,577 11,986 23,373
II-G 47,997 71,995 25,898 50,501
II-H 11,031 16,547 5,749 11,211
These amounts were recorded as gas imbalance payables in accordance
with the sales method.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual
general and administrative costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships.
F-56
<PAGE>
<PAGE>
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. The following is a summary of
payments made to the General Partner or its affiliates by the
Partnerships for general and administrative costs for the years ended
December 31, 1996, 1995, and 1994:
Partnership 1996 1995 1994
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,757
II-C 162,756 162,756 162,759
II-D 331,452 331,452 331,451
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,421
II-G 391,776 391,776 391,778
II-H 96,540 96,540 96,358
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.
F-57
<PAGE>
<PAGE>
During 1994 and 1995 the Partnerships sold gas at market prices
to El Paso Energy Marketing Company, formerly known as Premier Gas
Company ("El Paso"). El Paso, like other similar gas marketing firms,
then resold such gas to third parties at market prices. El Paso was
an affiliate of the Partnerships until December 6, 1995. The
following table summarizes the total amount of the Partnerships' sales
to El Paso during the years ended December 31, 1995 and 1994:
Partnership 1995 1994
----------- -------- ----------
II-A $825,515 $1,085,911
II-B 374,717 595,951
II-C 225,948 365,980
II-D 682,346 909,348
II-E 593,218 618,067
II-F 367,527 543,786
II-G 776,211 1,150,665
II-H 182,878 272,053
The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from El Paso at December 31, 1995:
Partnership 1995
----------- --------
II-A $153,461
II-B 81,240
II-C 46,202
II-D 124,908
II-E 122,758
II-F 66,788
II-G 141,036
II-H 33,220
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually
accounted for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1996, 1995, and 1994:
F-58
<PAGE>
<PAGE>
Partnership Purchaser Percentage
- ----------- ------------------------ ---------------------
1996 1995 1994
----- ----- -----
II-A El Paso 23.5% 17.7% 17.0%
Hallwood Petroleum, Inc.
("Hallwood") 13.9% 15.5% 14.4%
Amoco Production Company
("Amoco") 14.7% 14.3% 12.9%
J-O'B Operating ("J-O'B") 10.6% - -
II-B Hallwood 18.1% 21.0% 18.0%
El Paso 22.5% 11.7% 12.7%
Amoco 11.0% - -
J-O'B 11.0% - -
II-C El Paso 24.5% 14.9% 16.0%
Amoco 10.5% - -
II-D El Paso 19.1% 17.5% 18.8%
II-E El Paso 30.8% 25.8% 24.9%
II-F El Paso 22.4% 18.1% 23.5%
Texaco Exploration and
Production, Inc.
("Texaco") 12.5% 14.1% - %
II-G El Paso 22.4% 17.9% 22.5%
Texaco 12.6% 13.9% - %
II-H El Paso 22.1% 17.5% 22.5%
Texaco 12.7% 13.7% - %
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in
availability of open access transportation by the Partnerships'
pipeline transporters, the Partnerships may encounter difficulty in
marketing their gas and in maintaining historic sales levels.
Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
F-59
<PAGE>
<PAGE>
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 1996 and 1995
were as follows:
II-A Partnership
---------------
1996 1995
------------- -------------
Proved properties $31,896,851 $36,017,026
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 461,419 461,419
---------- ----------
$32,358,270 $36,478,445
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 26,187,477) ( 29,087,633)
---------- ----------
Net oil and gas
properties $ 6,170,793 $ 7,390,812
========== ==========
F-60
<PAGE>
<PAGE>
II-B Partnership
---------------
1996 1995
------------- -------------
Proved properties $21,846,398 $26,611,424
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 396,985 396,985
---------- ----------
$22,243,383 $27,008,409
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 18,102,974) ( 21,749,657)
---------- ----------
Net oil and gas
properties $ 4,140,409 $ 5,258,752
========== ==========
II-C Partnership
----------------
1996 1995
------------- -------------
Proved properties $10,268,834 $11,807,787
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 30,441 30,441
---------- ----------
$10,299,275 $11,838,228
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,250,396) ( 9,265,944)
---------- ----------
Net oil and gas
properties $ 2,048,879 $ 2,572,284
========== ==========
F-61
<PAGE>
<PAGE>
II-D Partnership
----------------
1996 1995
------------- -------------
Proved properties $20,297,277 $22,632,078
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 16 16
---------- ----------
$20,297,293 $22,632,094
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 15,906,502) ( 17,237,895)
---------- ----------
Net oil and gas
properties $ 4,390,791 $ 5,394,199
========== ==========
II-E Partnership
----------------
1996 1995
------------- -------------
Proved properties $16,396,307 $17,520,680
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 680,978 680,978
---------- ----------
$17,077,285 $18,201,658
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 12,498,125) ( 12,907,679)
---------- ----------
Net oil and gas
properties $ 4,579,160 $ 5,293,979
========== ==========
F-62
<PAGE>
<PAGE>
II-F Partnership
----------------
1996 1995
------------- -------------
Proved properties $11,884,071 $13,331,175
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 1,168,905 1,168,905
---------- ----------
$13,052,976 $14,500,080
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,699,629) ( 9,564,025)
---------- ----------
Net oil and gas
properties $ 4,353,347 $ 4,936,055
========== ==========
II-G Partnership
----------------
1996 1995
------------- -------------
Proved properties $25,536,919 $28,899,424
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 2,612,125 2,612,125
---------- ----------
$28,149,044 $31,511,549
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 18,606,254) ( 20,660,152)
---------- ----------
Net oil and gas
properties $ 9,542,790 $10,851,397
========== ==========
F-63
<PAGE>
<PAGE>
II-H Partnership
----------------
1996 1995
------------- -------------
Proved properties $6,239,240 $ 7,097,729
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 660,832 660,832
--------- ----------
$6,900,072 $ 7,758,561
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 4,595,258) ( 5,134,284)
--------- ----------
Net oil and gas
properties $2,304,814 $ 2,624,277
========= ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended December
31, 1996, 1995, or 1994. Costs incurred by the Partnerships in
connection with their oil and gas property development activities for
the years ended December 31, 1996, 1995, and 1994 were as follows:
Partnership 1996 1995 1994
----------- -------- -------- --------
II-A $98,540 $168,118 $305,300
II-B 89,173 217,765 203,350
II-C 5,076 77,297 58,552
II-D 22,210 58,694 100,082
II-E 70,806 82,764 44,274
II-F 11,332 18,171 38,920
II-G 27,441 40,899 114,454
II-H 6,306 10,563 21,559
F-64
<PAGE>
<PAGE>
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United
States, for the periods indicated. The proved reserves at December
31, 1996, 1995, and 1994 were estimated by petroleum engineers
employed by affiliates of the Partnerships. Certain reserve
information was reviewed by Ryder Scott Company Petroleum Engineers,
an independent petroleum engineering firm.
F-65
<PAGE>
<PAGE>
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 695,009 10,501,238
Production (150,281) ( 2,226,658)
Sales of minerals in
place ( 2,147) ( 3,261)
Revision of previous
estimates 133,406 1,715,644
------- ----------
Proved reserves, Dec. 31, 1994 675,987 9,986,963
Production (120,420) ( 1,768,316)
Sales of minerals in
place ( 422) ( 19,550)
Extensions and discoveries 11,099 42,427
Revisions of previous
estimates 134,010 1,361,551
------- ----------
Proved reserves, Dec. 31, 1995 700,254 9,603,075
Production (103,230) ( 1,737,090)
Sales of minerals in
place ( 21,601) ( 122,449)
Extensions and discoveries - 40,117
Revision of previous
estimates 119,967 1,471,676
------- ----------
Proved reserves, Dec. 31, 1996 695,390 9,255,329
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 675,948 9,816,017
======= ==========
December 31, 1995 700,254 9,603,075
======= ==========
December 31, 1996 695,390 9,255,329
======= ==========
F-66
<PAGE>
<PAGE>
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 558,681 6,464,095
Production (111,099) (1,649,869)
Sales of minerals in
place ( 1,745) ( 19,087)
Revision of previous
estimates 39,239 1,321,885
------- ---------
Proved reserves, Dec. 31, 1994 485,076 6,117,024
Production ( 81,304) (1,205,296)
Sales of minerals in
place ( 756) ( 61,925)
Extensions and discoveries 13,810 18,726
Revisions of previous
estimates 78,699 860,574
------- ---------
Proved reserves, Dec. 31, 1995 495,525 5,729,103
Production ( 74,434) (1,219,775)
Sales of minerals in
place ( 14,484) ( 77,335)
Revision of previous
estimates 96,787 1,157,710
------- ---------
Proved reserves, Dec. 31, 1996 503,394 5,589,703
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 485,076 5,884,070
======= =========
December 31, 1995 495,525 5,729,103
======= =========
December 31, 1996 503,394 5,589,703
======= =========
F-67
<PAGE>
<PAGE>
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 252,090 4,263,435
Production ( 34,074) ( 975,652)
Sales of minerals in
place ( 73) ( 3,673)
Revision of previous
estimates 2,314 751,118
------- ---------
Proved reserves, Dec. 31, 1994 220,257 4,035,228
Production ( 26,383) ( 737,277)
Sales of minerals in
place ( 1,141) ( 5,265)
Extensions and discoveries 2,810 9,289
Revisions of previous
estimates 10,126 681,340
------- ---------
Proved reserves, Dec. 31, 1995 205,669 3,983,315
Production ( 25,093) ( 685,344)
Sales of minerals in
place ( 5,591) ( 221,501)
Revision of previous
estimates 28,924 1,182,174
------- ---------
Proved reserves, Dec. 31, 1996 203,909 4,258,644
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 220,257 3,935,386
======= =========
December 31, 1995 205,669 3,983,315
======= =========
December 31, 1996 203,909 4,258,644
======= =========
F-68
<PAGE>
<PAGE>
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 396,479 11,952,132
Production ( 93,610) ( 2,000,016)
Sales of minerals in
place ( 20) ( 13,563)
Revision of previous
estimates 137,228 1,588,157
------- ----------
Proved reserves, Dec. 31, 1994 440,077 11,526,710
Production ( 88,913) ( 1,906,303)
Sales of minerals in
place ( 1,286) ( 13,896)
Extensions and discoveries 292 28,447
Revisions of previous
estimates 203,408 1,275,502
------- ----------
Proved reserves, Dec. 31, 1995 553,578 10,910,460
Production ( 66,517) ( 1,637,645)
Sales of minerals in
place ( 60,464) ( 270,629)
Extensions and discoveries 232 30,340
Revision of previous
estimates 68,250 1,979,648
------- ----------
Proved reserves, Dec. 31, 1996 495,079 11,012,174
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 440,077 11,526,710
======= ==========
December 31, 1995 553,578 10,910,460
======= ==========
December 31, 1996 495,079 11,012,174
======= ==========
F-69
<PAGE>
<PAGE>
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 303,174 6,163,139
Production ( 66,656) ( 853,317)
Sales of minerals in
place ( 94) ( 748)
Revision of previous
estimates 7,232 559,970
------- ---------
Proved reserves, Dec. 31, 1994 243,656 5,869,044
Production ( 63,680) ( 937,469)
Sales of minerals in
place ( 1,574) ( 23,318)
Extensions and discoveries 10,194 48,960
Revisions of previous
estimates 109,338 1,444,042
------- ---------
Proved reserves, Dec. 31, 1995 297,934 6,401,259
Production ( 53,804) ( 861,464)
Sales of minerals in
place ( 16,347) ( 109,007)
Extensions and discoveries 1,327 31,347
Revision of previous
estimates 74,262 234,339
------- ---------
Proved reserves, Dec. 31, 1996 303,372 5,696,474
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 243,656 5,856,457
======= =========
December 31, 1995 297,934 6,401,259
======= =========
December 31, 1996 303,372 5,696,474
======= =========
F-70
<PAGE>
<PAGE>
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 403,206 5,556,737
Production ( 63,723) ( 833,628)
Sales of minerals in
place ( 264) ( 741)
Revision of previous
estimates 13,322 ( 33,656)
------- ---------
Proved reserves, Dec. 31, 1994 352,541 4,688,712
Production ( 54,773) ( 845,804)
Sales of minerals in
place ( 4,031) ( 28,284)
Extensions and discoveries 829 108,943
Revisions of previous
estimates 60,441 815,149
------- ---------
Proved reserves, Dec. 31, 1995 355,007 4,738,716
Production ( 47,395) ( 761,702)
Sales of minerals in
place ( 7,620) ( 149,077)
Extensions and discoveries 13,192 250,188
Revision of previous
estimates 51,954 593,360
------- ---------
Proved reserves, Dec. 31, 1996 365,138 4,671,485
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 352,541 4,657,944
======= =========
December 31, 1995 355,007 4,738,716
======= =========
December 31, 1996 365,138 4,671,485
======= =========
F-71
<PAGE>
<PAGE>
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 1993 862,055 12,213,776
Production (134,034) ( 1,921,696)
Sales of minerals in
place ( 562) ( 2,026)
Revision of previous
estimates 14,538 ( 30,956)
------- ----------
Proved reserves, Dec. 31, 1994 741,997 10,259,098
Production (115,206) ( 1,832,915)
Sales of minerals in
place ( 8,413) ( 66,454)
Extensions and discoveries 1,737 227,933
Revisions of previous
estimates 126,364 1,715,621
------- ----------
Proved reserves, Dec. 31, 1995 746,479 10,303,283
Production ( 99,593) ( 1,626,530)
Sales of minerals in
place ( 16,084) ( 335,696)
Revision of previous
estimates 138,340 1,781,501
------- ----------
Proved reserves, Dec. 31, 1996 769,142 10,122,558
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 741,997 10,194,757
======= ==========
December 31, 1995 746,479 10,303,283
======= ==========
December 31, 1996 769,142 10,122,558
======= ==========
F-72
<PAGE>
<PAGE>
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 198,685 3,080,514
Production ( 31,241) ( 452,661)
Sales of minerals in
place ( 142) ( 512)
Revision of previous
estimates 6,580 ( 59,390)
------- ---------
Proved reserves, Dec. 31, 1994 173,882 2,567,951
Production ( 26,870) ( 449,854)
Sales of minerals in
place ( 2,006) ( 18,719)
Extensions and discoveries 401 52,767
Revisions of previous
estimates 28,114 401,519
------- ---------
Proved reserves, Dec. 31, 1995 173,521 2,553,664
Production ( 23,172) ( 397,146)
Sales of minerals in
place ( 3,802) ( 90,433)
Extensions and discoveries 6,428 193,480
Revision of previous
estimates 27,027 233,675
------- ---------
Proved reserves, Dec. 31, 1996 180,002 2,493,240
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 173,882 2,555,068
======= =========
December 31, 1995 173,521 2,553,664
======= =========
December 31, 1996 180,002 2,493,240
======= =========
F-73
<PAGE>
<PAGE>
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, 1996 relating to
proved oil and gas reserves based on the standardized measure as pre-
scribed in SFAS No. 69:
Partnership
------------------------------
II-A II-B
------------- -------------
Future cash inflows $49,443,483 $31,624,260
Future production and
development costs ( 14,580,094) ( 9,063,180)
---------- ----------
Future net cash
flows $34,863,389 $22,561,080
10% discount to
reflect timing of
cash flows ( 11,408,631) ( 7,311,538)
---------- ----------
Standardized measure
of discounted
future net cash
flows $23,454,758 $15,249,542
========== ==========
F-74
<PAGE>
<PAGE>
Partnership
------------------------------
II-C II-D
------------- -------------
Future cash inflows $19,935,048 $49,961,714
Future production and
development costs ( 5,140,243) ( 14,525,533)
---------- ----------
Future net cash
flows $14,794,805 $35,436,181
10% discount to
reflect timing of
cash flows ( 4,949,739) ( 12,367,084)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 9,845,066 $23,069,097
========== ==========
Partnership
------------------------------
II-E II-F
------------- -------------
Future cash inflows $27,529,378 $25,975,545
Future production and
development costs ( 6,682,314) ( 5,525,443)
---------- ----------
Future net cash
flows $20,847,064 $20,450,102
10% discount to
reflect timing of
cash flows ( 8,092,871) ( 8,424,410)
---------- ----------
Standardized measure
of discounted
future net cash
flows $12,754,193 $12,025,692
========== ==========
F-75
<PAGE>
<PAGE>
Partnership
------------------------------
II-G II-H
------------- -------------
Future cash inflows $55,808,867 $13,542,727
Future production and
development costs ( 12,011,514) ( 2,975,312)
---------- ----------
Future net cash
flows $43,797,353 $10,567,415
10% discount to
reflect timing of
cash flows ( 18,025,396) ( 4,344,511)
---------- ----------
Standardized measure
of discounted
future net cash
flows $25,771,957 $ 6,222,904
========== ==========
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'
reserves were determined at December 31, 1996 using oil and gas prices
of approximately $24.00 per barrel and $3.60 per Mcf, respectively.
As of the date of this Annual Report on Form 10-K, oil and gas prices
received by the Partnerships had decreased to approximately $19.00 per
barrel and $1.60 per Mcf, respectively. If such prices, as opposed to
December 31, 1996 prices, were used in calculating the standardized
measure of discounted future net cash flows of the Partnerships'
proved oil and gas reserves as of December 31, 1996, such decrease
would have had a significant effect on the value of the reserves
disclosed herein.
F-76
<PAGE>
<PAGE>
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 Advisory Agreement dated as of November 24, 1992 between
Samson, PaineWebber, Geodyne Resources, Geodyne Properties,
Inc., Geodyne Production Company, and Geodyne Energy Company
filed as Exhibit 28.3 to Registrant's Current Report on Form
8-K on December 24, 1992 and is hereby incorporated by
reference.
F-77
<PAGE>
<PAGE>
4.4 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.
4.5 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.
4.6 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.
4.7 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.
4.8 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.
4.9 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.
4.10 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.
F-78
<PAGE>
<PAGE>
4.11 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.
4.12 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.
4.13 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.
4.14 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.
4.15 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 Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-F.
F-79
<PAGE>
<PAGE>
*23.7 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership II-H.
*27.1 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-A's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.2 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-B's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.3 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-C's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.4 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-D's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.5 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-E's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.6 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-F's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.7 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-G's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
F-80
<PAGE>
<PAGE>
*27.8 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership II-H's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
F-81
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-A.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-B.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-C.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-D.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-E.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-F.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-G.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<PAGE>
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS Phone (713) 651-9191
1100 Louisiana Suite 3800 Houston, Texas 77002-5218
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual
Report on Form 10-K for the year ended December 31, 1996, for Geodyne
Energy Income Limited Partnership II-H.
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
February 7, 1997
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000824894
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 875,918
<SECURITIES> 0
<RECEIVABLES> 1,073,459
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,949,377
<PP&E> 32,358,270
<DEPRECIATION> 26,187,477
<TOTAL-ASSETS> 9,068,387
<CURRENT-LIABILITIES> 314,294
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 8,595,410
<TOTAL-LIABILITY-AND-EQUITY> 9,068,387
<SALES> 5,832,874
<TOTAL-REVENUES> 5,958,024
<CGS> 0
<TOTAL-COSTS> 3,758,202
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 2,199,822
<INCOME-TAX> 0
<INCOME-CONTINUING> 2,199,822
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,199,822
<EPS-PRIMARY> 4.22
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000826345
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 569,257
<SECURITIES> 0
<RECEIVABLES> 710,208
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,279,465
<PP&E> 22,243,383
<DEPRECIATION> 18,102,974
<TOTAL-ASSETS> 5,579,977
<CURRENT-LIABILITIES> 206,300
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,287,479
<TOTAL-LIABILITY-AND-EQUITY> 5,579,977
<SALES> 4,179,527
<TOTAL-REVENUES> 4,167,326
<CGS> 0
<TOTAL-COSTS> 2,723,737
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,443,589
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,443,589
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,443,589
<EPS-PRIMARY> 3.68
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000833054
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 387,334
<SECURITIES> 0
<RECEIVABLES> 340,182
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 727,516
<PP&E> 10,299,275
<DEPRECIATION> 8,250,396
<TOTAL-ASSETS> 2,941,348
<CURRENT-LIABILITIES> 80,113
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,792,087
<TOTAL-LIABILITY-AND-EQUITY> 2,941,348
<SALES> 1,925,940
<TOTAL-REVENUES> 1,976,754
<CGS> 0
<TOTAL-COSTS> 1,215,194
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 761,560
<INCOME-TAX> 0
<INCOME-CONTINUING> 761,560
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 761,560
<EPS-PRIMARY> 4.58
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000833526
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 906,737
<SECURITIES> 0
<RECEIVABLES> 793,183
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,699,920
<PP&E> 20,297,293
<DEPRECIATION> 15,906,502
<TOTAL-ASSETS> 6,953,850
<CURRENT-LIABILITIES> 278,280
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 6,408,788
<TOTAL-LIABILITY-AND-EQUITY> 6,953,850
<SALES> 4,329,102
<TOTAL-REVENUES> 4,425,815
<CGS> 0
<TOTAL-COSTS> 3,055,214
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,370,601
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,370,601
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,370,601
<EPS-PRIMARY> 4.04
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000842881
<NAME> GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> DEC-31-1996
<CASH> 528,765
<SECURITIES> 0
<RECEIVABLES> 512,573
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,041,338
<PP&E> 17,077,285
<DEPRECIATION> 12,498,125
<TOTAL-ASSETS> 5,976,145
<CURRENT-LIABILITIES> 294,362
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,622,549
<TOTAL-LIABILITY-AND-EQUITY> 5,976,145
<SALES> 2,693,317
<TOTAL-REVENUES> 2,821,258
<CGS> 0
<TOTAL-COSTS> 2,058,800
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 762,458
<INCOME-TAX> 0
<INCOME-CONTINUING> 762,458
<DISCONTINUED> 0
<EXTRAORDINARY> 0
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