FORM 10-K405/A
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
----------------------------------------------
(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
- ------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
--------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
----- -----
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/A or any amendment to
this Form 10-K405/A.
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
<PAGE>
Form 10-K405/A
Amendment No. 1
Introduction
This Amendment No. 1 to Annual Report on Form 10-K405/A for the year ended
December 31, 1997 corrects a typographical error included in Item 8 (Page F-76)
by substituting $2.32 per Mcf for $3.23 per Mcf as the gas price used to
determine the standardized measure of discounted future net cash flows of proved
oil and gas reserves.
<PAGE>
FORM 10-K405/A
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...............65
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................65
PART III....................................................................65
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER...................................................65
ITEM 11. EXECUTIVE COMPENSATION....................................67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................77
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............78
PART IV.....................................................................80
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K...............................................80
SIGNATURES............................................................86
<PAGE>
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-K405 (the "Annual Report") are references to the Partnership and its related
general partnership, collectively. In addition, unless the context indicates
otherwise, all references to the "General Partner" in this Annual Report are
references to Geodyne as the general partner of the limited partnerships and as
the managing partner of the related general partnerships.
1
<PAGE>
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 primarily engaged in the production and development of
and exploration for oil and gas reserves and the acquisition and operation of
producing properties. At December 31, 1997, the Samson Companies owned interests
in approximately 13,000 oil and gas wells located in 19 states of the United
States and the countries of Canada, Venezuela, and Russia. At December 31, 1997,
the Samson Companies operated approximately 2,500 oil and gas wells located in
15 states of the United States, as well as Canada, Venezuela, and Russia.
The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and the
other Samson Companies. As of February 1, 1998, the Samson Companies employed
approximately 820 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.
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships will terminate on December 31,
2001. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report, the General Partner has not determined
whether to extend the term of any Partnership.
2
<PAGE>
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, the Partnerships' operations and expenses are currently funded out
of each Partnership's revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods, compressors,
production material, or other equipment.
Competition and Marketing
The 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 volatile for a number of years. For the past ten years,
such average prices have generally been in the $1.40 to $2.40 per Mcf range,
significantly below prices received in the early 1980s. Average gas prices in
the latter part of 1996 and parts of 1997, however, were somewhat higher than
those yearly averages. Gas prices are currently in the higher end of the 10-year
average price range described above.
3
<PAGE>
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas decreased from approximately
$3.57 per Mcf at December 31, 1996 to approximately $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the Partnerships due to transportation and marketing costs, BTU
adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range. Due to global consumption and supply trends
over the last several months as well as expectations of at least a short-term
slowdown in Asian energy demand, oil prices have recently been in the mid to
lower portions of this pricing range, and in early 1998 dropped to as low as
approximately $13.75 per barrel. It is not known whether this trend will
continue. Prices for the Partnerships' oil decreased from approximately $23.75
per barrel at December 31, 1996 to approximately $16.25 per barrel at December
31, 1997.
Future prices for both oil and gas will likely be different from (and may
be lower than) the prices in effect on December 31, 1997. 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.
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, 1997:
4
<PAGE>
Partnership Purchaser Percentage
- ----------- ---------------------------------- ----------
II-A El Paso Energy Marketing Company
("El Paso") 29.7%
Amoco Production Company ("Amoco") 14.8%
Hallwood Petroleum, Inc. ("Hallwood") 12.1%
II-B El Paso 31.8%
Hallwood 16.3%
II-C El Paso 29.3%
II-D El Paso 22.8%
II-E El Paso 41.3%
II-F El Paso 24.5%
Texaco Exploration and Production,
Inc. ("Texaco") 11.1%
II-G El Paso 24.3%
Texaco 11.1%
II-H El Paso 23.9%
Texaco 11.1%
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
<PAGE>
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
6
<PAGE>
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, 1997.
Well Statistics(1)
As of December 31, 1997
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 1,102 383 715 4 47.08 29.99 16.98 .11
II-B 209 120 87 2 25.10 16.20 8.85 .05
II-C 299 115 180 4 10.21 3.20 6.97 .04
II-D 235 90 142 3 28.42 7.03 20.70 .69
II-E 987 721 236 30 12.82 5.09 7.66 .07
II-F 1,009 757 223 29 12.77 6.85 5.89 .03
II-G 1,009 757 223 29 27.63 14.74 12.83 .06
II-H 1,009 757 223 29 6.75 3.57 3.17 .01
- ---------------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
(2) As used in this Annual Report, "gross well" refers to a well in which a
working interest is owned; accordingly, the number of gross wells is the
total number of wells in which a working interest is owned.
(3) As used in this Annual Report, "net well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one gross well, but 0.15 net well.
(4) Wells which have not been designated as oil or gas.
7
<PAGE>
Drilling Activities
During 1997 the II-A Partnership participated in drilling the following
development wells, all of which are currently producing:
Working
Name County State Type Interest
- -------------- -------- -------- ---- --------
Willamar Willacy Texas Oil 11.5%
Community
E No. 9
White Farms Canadian Oklahoma Gas 12.0%
A No. 4
Arthur Clifton Limestone Texas Gas 0.7%
Unit No. 2
No other Partnership participated in any drilling activities during 1997.
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the tables, direct operating expenses include lease
operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
8
<PAGE>
Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 105,866 103,230 120,420
Gas (Mcf) 1,505,818 1,737,090 1,768,316
Oil and gas sales:
Oil $1,995,185 $2,105,377 $2,030,710
Gas 3,436,560 3,727,497 2,640,845
--------- --------- ---------
Total $5,431,745 $5,832,874 $4,671,555
========= ========= =========
Total direct operating
expenses $1,888,421 $1,941,040 $1,846,264
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.8% 33.3% 39.5%
Average sales price:
Per barrel of oil $18.85 $20.40 $16.86
Per Mcf of gas 2.28 2.15 1.49
Direct operating expenses per
equivalent Bbl of oil $ 5.29 $ 4.94 $ 4.45
9
<PAGE>
Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 67,591 74,434 81,304
Gas (Mcf) 1,047,458 1,219,775 1,205,296
Oil and gas sales:
Oil $1,292,911 $1,557,104 $1,351,079
Gas 2,523,358 2,622,423 1,853,715
--------- --------- ---------
Total $3,816,269 $4,179,527 $3,204,794
========= ========= =========
Total direct operating
expenses $1,314,450 $1,164,713 $1,524,778
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.4% 27.9% 47.6%
Average sales price:
Per barrel of oil $19.13 $20.92 $16.62
Per Mcf of gas 2.41 2.15 1.54
Direct operating expenses per
equivalent Bbl of oil $ 5.43 $ 4.19 $ 5.40
10
<PAGE>
Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 22,753 25,093 26,383
Gas (Mcf) 582,748 685,344 737,277
Oil and gas sales:
Oil $ 433,286 $ 530,533 $ 446,522
Gas 1,363,371 1,395,407 1,073,415
--------- --------- ---------
Total $1,796,657 $1,925,940 $1,519,937
========= ========= =========
Total direct operating
expenses $ 527,821 $ 602,924 $ 698,645
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 29.4% 31.3% 46.0%
Average sales price:
Per barrel of oil $19.04 $21.14 $16.92
Per Mcf of gas 2.34 2.04 1.46
Direct operating expenses per
equivalent Bbl of oil $ 4.40 $ 4.33 $ 4.68
11
<PAGE>
Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 50,413 66,517 88,913
Gas (Mcf) 1,501,911 1,637,645 1,906,303
Oil and gas sales:
Oil $ 941,767 $1,332,558 $1,457,580
Gas 3,372,387 2,996,544 2,443,936
--------- --------- ---------
Total $4,314,154 $4,329,102 $3,901,516
========= ========= =========
Total direct operating
expenses $1,657,087 $1,800,899 $2,136,244
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 38.4% 41.6% 54.8%
Average sales price:
Per barrel of oil $18.68 $20.03 $16.39
Per Mcf of gas 2.25 1.83 1.28
Direct operating expenses per
equivalent Bbl of oil $ 5.51 $ 5.31 $ 5.25
12
<PAGE>
Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 42,668 53,804 63,680
Gas (Mcf) 783,379 861,464 937,469
Oil and gas sales:
Oil $ 814,761 $1,096,064 $1,070,217
Gas 1,801,242 1,597,253 1,227,192
--------- --------- ---------
Total $2,616,003 $2,693,317 $2,297,409
========= ========= =========
Total direct operating
expenses $ 909,321 $ 913,077 $1,148,507
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.8% 33.9% 50.0%
Average sales price:
Per barrel of oil $19.10 $20.37 $16.81
Per Mcf of gas 2.30 1.85 1.31
Direct operating expenses per
equivalent Bbl of oil $ 5.25 $ 4.63 $ 5.22
13
<PAGE>
Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 45,014 47,395 54,773
Gas (Mcf) 586,444 761,702 845,804
Oil and gas sales:
Oil $ 839,925 $ 939,731 $ 882,021
Gas 1,351,464 1,493,582 1,146,571
--------- --------- ---------
Total $2,191,389 $2,433,313 $2,028,592
========= ========= =========
Total direct operating
expenses $ 546,465 $ 643,984 $ 661,659
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.9% 26.5% 32.6%
Average sales price:
Per barrel of oil $18.66 $19.83 $16.10
Per Mcf of gas 2.30 1.96 1.36
Direct operating expenses per
equivalent Bbl of oil $ 3.83 $ 3.69 $ 3.38
14
<PAGE>
Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 94,553 99,593 115,206
Gas (Mcf) 1,256,464 1,626,530 1,832,915
Oil and gas sales:
Oil $1,764,599 $1,975,112 $1,855,886
Gas 2,905,646 3,183,687 2,492,201
--------- --------- ---------
Total $4,670,245 $5,158,799 $4,348,087
========= ========= =========
Total direct operating
expenses $1,185,722 $1,386,254 $1,455,357
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.4% 26.9% 33.5%
Average sales price:
Per barrel of oil $18.66 $19.83 $16.11
Per Mcf of gas 2.31 1.96 1.36
Direct operating expenses per
equivalent Bbl of oil $ 3.90 $ 3.74 $ 3.46
15
<PAGE>
Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------------
1997 1996 1995
---------- ---------- ----------
Production:
Oil (Bbls) 21,998 23,172 26,870
Gas (Mcf) 304,593 397,146 449,854
Oil and gas sales:
Oil $ 410,718 $ 459,899 $ 433,226
Gas 709,016 770,323 609,509
--------- --------- ---------
Total $1,119,734 $1,230,222 $1,042,735
========= ========= =========
Total direct operating
expenses $ 290,042 $ 339,390 $ 358,984
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.9% 27.6% 34.4%
Average sales price:
Per barrel of oil $18.67 $19.85 $16.12
Per Mcf of gas 2.33 1.94 1.35
Direct operating expenses per
equivalent Bbl of oil $ 3.99 $ 3.80 $ 3.52
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, 1997. 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>
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, 1997. 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, 1997. Year-end prices have
generally been higher than prices during the rest of the year. There can be no
assurance that the prices used in calculating the net present value of the
Partnerships' proved reserves at December 31, 1997 will actually be realized for
such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
17
<PAGE>
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1997(1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 8,356,437
Oil and liquids (Bbls) 539,343
Net present value (discounted at 10% per annum) $12,407,355
II-B Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,229,097
Oil and liquids (Bbls) 387,865
Net present value (discounted at 10% per annum) $ 8,071,131
II-C Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,889,883
Oil and liquids (Bbls) 162,147
Net present value (discounted at 10% per annum) $ 5,267,515
II-D Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 9,255,929
Oil and liquids (Bbls) 383,039
Net present value (discounted at 10% per annum) $11,085,069
II-E Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,074,002
Oil and liquids (Bbls) 237,194
Net present value (discounted at 10% per annum) $ 6,823,354
II-F Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,944,059
Oil and liquids (Bbls) 315,819
Net present value (discounted at 10% per annum) $ 6,688,489
18
<PAGE>
II-G Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 8,448,788
Oil and liquids (Bbls) 664,340
Net present value (discounted at 10% per annum) $14,197,304
II-H Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 2,044,982
Oil and liquids (Bbls) 155,440
Net present value (discounted at 10% per annum) $ 3,380,100
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports prepared by the
General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following 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>
<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 169 9.88 58 227 35 15% 51,131 4,377,441 $5,344,894
Gulf Coast 270 12.02 2 272 1 -% 169,557 1,613,746 2,693,269
Permian 484 4.18 11 495 10 2% 63,838 997,003 1,362,308
Southern Okla.
Folded Belt 17 2.22 23 40 12 30% 62,956 648,662 1,214,239
II-B Partnership:
Anadarko 42 5.12 4 46 14 30% 21,287 2,505,100 $2,849,997
Gulf Coast 29 .79 2 31 1 3% 35,805 784,913 1,183,795
Permian 11 1.43 3 14 10 71% 38,467 796,796 890,676
Southern Okla.
Folded Belt 13 3.50 1 14 12 86% 101,012 843,100 1,652,372
Uinta 10 1.01 1 11 - -% 107,810 187,584 1,136,984
II-C Partnership:
Anadarko 104 5.30 16 120 22 18% 20,753 2,182,901 $2,576,147
Southern Okla.
Folded Belt 17 1.64 1 18 15 83% 43,728 587,814 930,768
II-D Partnership:
Anadarko 72 9.91 13 85 10 12% 37,984 3,470,933 $4,205,358
Sacramento 34 5.63 1 35 - -% - 2,153,514 1,952,005
Williston 74 2.49 1 75 - -% 185,370 191,116 1,096,499
Gulf Coast 20 2.97 - 20 10 50% 62,717 942,820 1,136,417
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
</TABLE>
20
<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 37 2.25 23 60 15 25% 5,810 2,222,572 $2,371,567
Gulf Coast 46 3.19 6 52 10 19% 74,860 369,287 755,167
Permian 831 4.54 2,533 3,364 8 -% 116,648 1,598,410 2,413,276
Southern Okla.
Folded Belt 10 .50 - 10 1 10% 17,717 823,681 1,057,730
II-F Partnership:
Anadarko 65 2.39 25 90 17 19% 4,987 1,630,842 $1,841,287
Permian 824 7.39 2,530 3,354 4 -% 274,943 1,515,389 3,948,477
Southern Okla.
Folded Belt 29 2.11 - 29 23 79% 18,528 609,628 695,450
II-G Partnership:
Anadarko 65 5.08 25 90 17 19% 10,759 3,446,615 $3,893,134
Permian 824 15.51 2,530 3,354 4 -% 574,459 3,165,274 8,252,982
Southern Okla.
Folded Belt 29 4.78 - 29 23 79% 41,979 1,380,923 1,575,495
II-H Partnership:
Anadarko 65 1.21 20 85 17 20% 2,524 814,347 $ 919,184
Permian 824 3.58 2,530 3,354 4 -% 132,860 733,034 1,911,408
Southern Okla.
Folded Belt 29 1.26 - 29 23 79% 11,094 365,066 416,959
- ----------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
</TABLE>
21
<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
Upon acquiring an interest in certain natural gas producing wells in 1988,
the II-A, II-B, II-C, II-D, and II-E Partnerships became plaintiffs (together
with certain other owners of interests in the same wells) in a lawsuit seeking
damages from Texaco, Inc. ("Texaco") for (i) take-or-pay deficiencies and (ii)
gas pricing claims arising out of a gas purchase contract pursuant to which
Texaco purchased gas from the Partnerships and the other owners. That lawsuit is
styled Wolverine Exploration Company, et al. v. Natural Gas Pipeline Company of
America, et al., Case No. CJ-88-5522, District Court of Tulsa County, Oklahoma,
filed September 12, 1988. In June 1995, as a result of an order from the
Oklahoma Court of Appeals and agreement among the parties, an arbitration was
conducted before a three person panel. On September 6, 1995 the panel issued its
determination and awarded damages to the plaintiffs in the matter.
22
<PAGE>
Geodyne filed a petition with the Tulsa County District Court seeking
confirmation of the arbitration award. Texaco has contested the confirmation
based upon stated legal and factual arguments, all of which Geodyne believes to
be without merit. A hearing on the confirmation 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 has stated that it will contest Geodyne's entitlement to interest
on the arbitration award from September 6, 1995 through the date of actual
payment. Additionally, Texaco 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. Geodyne and other parties moved to dismiss the Texaco proceeding. In
addition, all parties moved for summary judgment in the bankruptcy proceedings.
On January 16, 1998 the bankruptcy court ruled in favor of Geodyne on its motion
for summary judgment, rejecting all of Texaco's efforts to void the arbitration
award. Texaco, however, has the right to appeal the bankruptcy court's ruling.
In addition, Geodyne and the other plaintiffs have filed a new district
court action in Tulsa County, Oklahoma styled Geodyne Production Co. et al. v.
Texaco, Inc. Case No. CJ-96-00955, District Court of Tulsa County, Oklahoma.
This lawsuit seeks, reimbursement from Texaco for expenses incurred by Geodyne
and the other plaintiffs in connection with Texaco's reopened bankruptcy court
action. No further proceedings on this lawsuit have occurred to date.
Following the ruling of the bankruptcy court, the parties have agreed to
meet to discuss settlement of the entire dispute. However, there is no assurance
of a settlement.
The total amounts of (i) the arbitration award and (ii) post-award
interest from September 6, 1995 accrued through December 31, 1997, applicable to
the Partnerships after deducting applicable taxes and royalties due to other
parties is summarized as follows:
Arbitration Award
with Post Award
Arbitration Award Interest
----------------------- ------------------------
Partnership Total Per Unit Total Per Unit
----------- ---------- -------- ---------- ---------
II-A $1,392,000 $ 2.88 $1,703,000 $ 3.52
II-B 2,274,000 6.29 2,781,000 7.69
II-C 975,000 6.30 1,192,000 7.71
II-D 2,470,000 7.84 3,020,000 9.59
II-E 5,014,000 21.91 6,132,000 26.80
The above estimates may change for a number of reasons, including, but not
limited to, an appeal of the award by Texaco, and any final award of expenses
and post-award interest.
23
<PAGE>
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.
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"). 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
24
<PAGE>
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.
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 1998.
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.
25
<PAGE>
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.
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.
On March 20, 1997 the settlement described above was confirmed by the
federal district court. Certain limited partners in partnerships that were not
sponsored by the General Partner appealed the confirmation; however, all such
appeals were denied by the United States Second Circuit Court of Appeals and the
settlement order is now final. The parties are currently awaiting a ruling by
the federal district judge as to the amount of attorneys' fees to be awarded to
the plaintiffs' attorneys from the Settlement Fund. The General Partner expects
that the Settlement Fund will be distributed to eligible class members within a
few months following the entry of a final order on the attorneys' fees.
Except as set forth above, to the knowledge of the General Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 1997.
26
<PAGE>
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of January 31, 1998, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships were as
follows:
Number of Numbers of
Partnership Units Limited Partners
----------- ---------- ----------------
II-A 484,283 4,251
II-B 361,719 2,708
II-C 154,621 1,408
II-D 314,878 2,954
II-E 228,821 2,245
II-F 171,400 1,699
II-G 372,189 2,590
II-H 91,711 1,235
Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties, some of which
are facilitated by secondary trading firms and matching services. In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purposes of
this Annual Report, a Unit represents an initial subscription of $100 to the
Partnership.
27
<PAGE>
Repurchase Offer Prices
-----------------------
1996 1997 1998
------------------------ ------------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $12 $11 $15 $13 $12 $16 $14 $13 $12
II-B 12 12 14 11 10 15 14 12 11
II-C 16 15 18 16 13 20 18 16 14
II-D 19 18 23 22 19 22 20 18 15
II-E 17 15 21 20 18 20 18 16 14
II-F 19 18 25 22 20 26 22 20 16
II-G 19 18 24 22 19 26 22 20 16
II-H 19 17 24 21 19 25 21 19 16
In addition to this repurchase offer, the Partnerships have been subject
to "4.9% tender offers" from several third parties during 1997. The General
Partner does not know the terms of these offers or the prices received by the
Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 1996 and 1997 and the first quarter of 1998.
28
<PAGE>
Cash Distributions
------------------
1996
--------------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.(1)
- ------ ------- ------- ------- ----------
II-A $ .97 $ .97 $1.27 $2.16
II-B .46 .85 1.27 2.21
II-C .60 1.40 1.39 2.05
II-D 1.08 1.15 1.06 1.56
II-E .80 1.24 1.02 1.39
II-F 1.72 1.76 2.33 2.85
II-G 1.64 1.68 2.20 2.78
II-H 1.60 1.59 2.07 2.66
1997 1998
-------------------------------------------------- -------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr.(1) Qtr.(1) Qtr.(1) Qtr.(1)
- ------ -------- ---------- ---------- ---------- -------
II-A $1.58 $2.24 $1.47 $1.25 $1.43
II-B 1.47 1.96 1.29 1.31 1.71
II-C 2.38(1) 2.35 2.13 1.57 2.17
II-D 2.52(1) 2.60 2.34 1.58 3.33
II-E 1.53(1) 1.93 2.22 1.64 2.21
II-F 2.39 2.77 3.86 1.90 4.18
II-G 2.31 2.69 3.96 1.84 4.05
II-H 2.24 2.58 4.07 1.76 3.83
- ----------------------
(1) Amount of cash distribution includes proceeds from the sale of certain 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>
<TABLE>
<CAPTION>
Selected Financial Data
II-A Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $5,431,745 $5,832,874 $ 4,671,555 $ 6,371,949 $ 5,445,632
Net Income (Loss):
Limited Partners 1,577,370 2,043,339 ( 715,678) 265,761 ( 723,059)
General Partner 141,030 156,483 81,747 145,993 84,771
Total 1,718,400 2,199,822 ( 633,931) 411,754 ( 638,288)
Limited Partners' Net
Income (Loss) per
Unit 3.26 4.22 ( 1.48) .55 ( 1.49)
Limited Partners' Cash
Distributions per
Unit 6.54 5.37 3.83 5.49 5.72
Total Assets 7,495,013 9,068,387 9,833,188 12,673,498 15,773,152
Partners' Capital
(Deficit):
Limited Partners 7,350,261 8,937,891 9,494,552 12,065,230 14,459,469
General Partner ( 387,587) ( 342,481) ( 311,994) ( 297,741) ( 303,734)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
</TABLE>
30
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-B Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $3,816,269 $4,179,527 $3,204,794 $4,703,629 $ 4,615,384
Net Income (Loss):
Limited Partners 1,095,312 1,329,755 ( 798,537) ( 574,825) ( 330,130)
General Partner 99,884 113,834 37,441 87,118 90,840
Total 1,195,196 1,443,589 ( 761,096) ( 487,707) ( 239,290)
Limited Partners' Net
Income (Loss) per
Unit 3.03 3.68 ( 2.21) ( 1.59) ( .91)
Limited Partners' Cash
Distributions per
Unit 6.03 4.79 3.21 5.98 6.64
Total Assets 4,414,695 5,579,977 6,237,427 8,302,058 11,063,368
Partners' Capital
(Deficit):
Limited Partners 4,464,974 5,552,662 5,955,907 7,914,444 10,654,269
General Partner ( 305,223) ( 265,183) ( 246,438) ( 222,879) ( 196,997)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
</TABLE>
31
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-C Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,796,657 $1,925,940 $1,519,937 $2,289,166 $1,896,565
Net Income (Loss):
Limited Partners 853,383 707,991 ( 337,547) ( 37,871) ( 36,537)
General Partner 57,028 53,569 20,538 52,546 39,050
Total 910,411 761,560 ( 317,009) 14,675 2,513
Limited Partners' Net
Income (Loss) per
Unit 5.52 4.58 ( 2.18) ( .24) ( .24)
Limited Partners' Cash
Distributions per
Unit 8.43 5.43 4.63 7.06 7.44
Total Assets 2,440,315 2,941,348 3,205,943 4,291,920 5,486,394
Partners' Capital
(Deficit):
Limited Partners 2,458,089 2,907,706 3,039,715 4,092,262 5,220,133
General Partner ( 123,277) ( 115,619) ( 99,615) ( 84,153) ( 80,199)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
</TABLE>
32
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-D Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $4,314,154 $4,329,102 $3,901,516 $4,849,160 $ 4,353,624
Net Income (Loss):
Limited Partners 1,796,378 1,270,858 ( 697,631) ( 193,308) ( 138,556)
General Partner 127,204 99,743 44,055 108,234 85,418
Total 1,923,582 1,370,601 ( 653,576) ( 85,074) ( 53,138)
Limited Partners' Net
Income (Loss) per
Unit 5.70 4.04 ( 2.22) ( .61) ( .44)
Limited Partners' Cash
Distributions per
Unit 9.04 4.85 4.69 6.25 9.29
Total Assets 5,780,264 6,953,850 7,291,164 9,571,883 11,687,932
Partners' Capital
(Deficit):
Limited Partners 5,572,122 6,627,744 6,884,886 9,057,517 11,215,825
General Partner ( 224,003) ( 218,956) ( 143,473) ( 111,528) ( 135,262)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
</TABLE>
33
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-E Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,616,003 $2,693,317 $2,297,409 $2,480,706 $ 2,572,564
Net Income (Loss):
Limited Partners ( 569) 695,738 ( 1,279,244) ( 842,191) ( 523,678)
General Partner 66,976 66,720 9,448 43,060 49,510
Total 66,407 762,458 ( 1,269,796) ( 799,131) ( 474,168)
Limited Partners' Net
Income (Loss) per
Unit .00 3.04 ( 5.59) ( 3.68) ( 2.29)
Limited Partners' Cash
Distributions per
Unit 7.32 4.45 2.32 4.78 7.81
Total Assets 4,257,875 5,976,145 6,279,396 8,117,206 10,020,423
Partners' Capital
(Deficit):
Limited Partners 4,094,575 5,770,144 6,093,406 7,902,650 9,839,841
General Partner ( 172,017) ( 147,595) ( 122,950) ( 104,398) ( 94,958)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
</TABLE>
34
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-F Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,191,389 $2,433,313 $2,028,592 $2,316,564 $2,636,304
Net Income (Loss):
Limited Partners 147,631 1,108,389 ( 191,631) 19,524 122,048
General Partner 81,927 79,948 46,686 54,498 73,431
Total 229,558 1,188,337 ( 144,945) 74,022 195,479
Limited Partners' Net
Income (Loss) per
Unit .86 6.47 ( 1.12) .11 .71
Limited Partners'
Cash Distributions
Per Unit 10.92 8.66 5.93 9.21 8.87
Total Assets 3,564,889 5,312,077 5,733,459 6,967,432 8,544,148
Partners' Capital
(Deficit):
Limited Partners 3,590,805 5,315,174 5,691,785 6,898,416 8,458,892
General Partner ( 143,355) ( 105,914) ( 84,377) ( 80,063) ( 52,561)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
</TABLE>
35
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-G Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $4,670,245 $ 5,158,799 $ 4,348,087 $ 5,116,776 $ 5,581,221
Net Income (Loss):
Limited Partners 114,502 2,250,119 ( 714,189) ( 87,682) 130,828
General Partner 172,947 165,845 94,880 113,680 153,901
Total 287,449 2,415,964 ( 619,309) 25,998 284,729
Limited Partners' Net
Income (Loss)
per Unit .31 6.05 ( 1.92) ( .24) .35
Limit Partners' Cash
Distributions per
Unit 10.80 8.30 5.80 8.72 8.74
Total Assets 7,635,720 11,576,732 12,519,149 15,456,785 18,825,582
Partners' Capital
(Deficit):
Limited Partners 7,690,992 11,598,490 12,439,371 15,313,560 18,646,242
General Partner ( 312,392) ( 244,312) ( 197,620) ( 181,500) ( 122,180)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
</TABLE>
36
<PAGE>
<TABLE>
<CAPTION>
Selected Financial Data
II-H Partnership
----------------
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,119,734 $1,230,222 $1,042,735 $1,208,886 $1,367,514
Net Income (Loss):
Limited Partners ( 11,817) 519,143 ( 239,052) ( 47,630) 20,790
General Partner 40,425 38,792 21,532 26,955 36,610
Total 28,608 557,935 ( 217,520) ( 20,675) 57,400
Limited Partners' Net
Income (Loss)
per Unit ( .13) 5.66 ( 2.61) ( .52) .23
Limited Partners' Cash
Distributions per
Unit 10.65 7.93 5.61 8.39 8.67
Total Assets 1,788,149 2,790,245 3,024,656 3,790,149 4,618,128
Partners' Capital
(Deficit):
Limited Partners 1,807,223 2,795,040 3,002,897 3,756,949 4,574,579
General Partner ( 78,796) ( 58,835) ( 47,635) ( 42,167) ( 29,122)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
</TABLE>
37
<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 volatile for a
number of years. For the past ten years, such average prices have generally been
in the $1.40 to $2.40 per Mcf range, significantly below prices received in the
early 1980s. Average gas prices in the latter part of 1996 and parts of 1997,
however, were somewhat higher than those yearly averages. Gas prices are
currently in the higher end of the 10-year average price range described above.
38
<PAGE>
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas decreased from approximately
$3.57 per Mcf at December 31, 1996 to approximately $2.32 per Mcf at December
31, 1997. Such prices were on an MMBTU basis and differ from the prices actually
received by the Partnerships due to transportation and marketing costs, BTU
adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range. Due to global consumption and supply trends
over the last several months as well as expectations of at least a short-term
slowdown in Asian energy demand, oil prices have recently been in the mid to
lower portions of this pricing range and in early 1998 dropped to as low as
approximately $13.75 per barrel. It is not known whether this trend will
continue. Prices for the Partnerships' oil decreased from approximately $23.75
per barrel at December 31, 1996 to approximately $16.25 per barrel at December
31, 1997.
Future prices for both oil and gas will likely be different from (and may
be lower than) the prices in effect on December 31, 1997. 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.
Management is unable to predict whether future oil and gas prices will (i)
stabilize, (ii) increase, or (iii) decrease.
As discussed in the "Results of Operations" section below, volumes of oil
and gas sold also significantly affect the Partnerships' revenues. Oil and gas
wells generally produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer economic. The
Partnerships are not acquiring additional oil and gas properties, and the
existing properties are not experiencing significant additional production
through drilling or other capital projects. Therefore, volumes of oil and gas
produced naturally decline from year to year. While it is difficult for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.
39
<PAGE>
Despite this general trend of declining production, several factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given period. These factors include, but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously shut-in wells) due
to low oil and gas prices, mechanical difficulties, loss of a market or
transportation, or performance of workovers, recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by purchasers of the production, (iv) ownership adjustments in accordance
with agreements governing the operation or ownership of the well (such as
adjustments that occur at payout), and (v) completion of enhanced recovery
projects which increase production for the well. Many of these factors are very
significant as related to a single well or as related to many wells over a short
period of time. However, due to the large number of wells owned by the
Partnerships, these factors are generally not material as compared to the normal
decline in production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnership's results of operations for the year ended
December 31, 1997 as compared to the year ended December 31, 1996 and for the
year ended December 31, 1996 as compared to the year ended December 31, 1995.
II-A Partnership
----------------
Year Ended December 31, 1997 Compared
to Year Ended December 31, 1996
--------------------------------------
Total oil and gas sales decreased $401,129 (6.9%) in 1997 as compared to
1996. Of this decrease, approximately $497,000 was related to a decrease in
volumes of gas sold and approximately $164,000 was related to a decrease in the
average price of oil sold, which decreases were partially offset by increases of
approximately $196,000 related to an increase in the average price of gas sold
and approximately $54,000 related to an increase in volumes of oil sold. Volumes
of oil sold increased 2,636 barrels, while volumes of gas sold decreased 231,272
Mcf in 1997 as compared to 1996. The decrease in volumes of gas sold resulted
primarily from (i) positive prior period volume adjustments made by purchasers
40
<PAGE>
on several wells in 1996, (ii) negative prior volume adjustments made by a
purchaser on one significant well in 1997, and (iii) normal declines in
production. Average oil prices decreased to $18.85 per barrel in 1997 from
$20.40 per barrel in 1996. Average gas prices increased to $2.28 per Mcf in 1997
from $2.15 per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $52,619 (2.7%) in 1997 as compared to 1996. This
decrease resulted primarily from the decrease in volumes of gas sold in 1997,
which decrease was partially offset by an increase in workover expenses incurred
on several wells in 1997. As a percentage of oil and gas sales, these expenses
remained relatively constant at 34.8% in 1997 and 33.3% in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $416,359 (34.8%) in 1997 as compared to 1996. This decrease resulted
primarily from (i) an upward revision in the estimate of remaining gas reserves
at December 31, 1997, (ii) the decrease in volumes of gas sold in 1997, and
(iii) a reduction in the depletable base of oil and gas properties due to the
impairment provision recorded against proved oil and gas properties in the first
quarter of 1997 as discussed below. As a percentage of oil and gas sales, this
expense decreased to 14.4% in 1997 from 20.5% in 1996. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization and the increase in the average price of gas sold in 1997.
The II-A Partnership recognized a non-cash charge against earnings of
$684,276 in the first quarter of 1997. Of this amount, $223,943 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $460,333 was related to the
writing-off of unproved properties. These unproved properties were written off
based on the General Partner's determination that it is unlikely that such
properties would be developed due to the low oil and gas prices received over
the last several years and provisions in the II-A Partnership's Partnership
Agreement which limit the level of permissible drilling activity. No similar
charges were necessary in 1996.
General and administrative expenses decreased $29,306 (4.7%) in 1997 as
compared to 1996. This decrease resulted primarily from a decrease in
professional fees in 1997 as compared to 1996. As a percentage of oil and gas
sales, these expenses remained relatively constant at 10.9% in 1997 and 10.6% in
1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $41,991,357 or 86.71% of the Limited Partners' capital
contributions.
41
<PAGE>
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $1,161,319 (24.9%) in 1996 as compared
to 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, in 1996 as compared to 1995. Average oil and gas prices
increased to $20.40 per barrel and $2.15 per Mcf, respectively, in 1996 from
$16.86 per barrel and $1.49 per Mcf, respectively, in 1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $94,776 (5.1%) in 1996 as compared to 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% in 1996 from 39.5% in 1995. This
percentage decrease was primarily due to the increase in the average prices of
oil and gas sold, partially offset by the dollar increase in production expenses
in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $644,559 (35.0%) in 1996 as compared to 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 in 1996,
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% in 1996 from 39.4% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
The II-A Partnership recognized a non-cash charge against earnings of
$994,919 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses decreased $34,887 (5.3%) in 1996 as
compared to 1995. This decrease resulted primarily from a decrease in
professional fees in 1996 as compared to 1995. As a percentage of oil and gas
sales, these expenses decreased to 10.6% in 1996 from 14.0% in 1995. This
percentage decrease was primarily due to the increase in oil and gas sales in
1996.
42
<PAGE>
II-B Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $363,258 (8.7%) in 1997 as compared to
1996. Of this decrease, approximately $143,000 and $370,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $121,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $272,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 6,843
barrels and 172,317 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted primarily from (i) positive prior period volume
adjustments made by purchasers on several wells in 1996, (ii) normal declines in
production, (iii) negative prior period volume adjustments made by a purchaser
on one significant well in 1997, and (iv) the sale of one significant gas
producing well in 1997. Average oil prices decreased to $19.13 per barrel in
1997 from $20.92 per barrel in 1996. Average gas prices increased to $2.41 per
Mcf in 1997 from $2.15 per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $149,737 (12.9%) in 1997 as compared to 1996. This
increase resulted primarily from workover expenses incurred on several wells in
1997, which increase was partially offset by decreases in volumes of oil and gas
sold in 1997. As a percentage of oil and gas sales, these expenses increased to
34.4% in 1997 from 27.9% in 1996. This percentage increase was primarily due to
the dollar increase in oil and gas production expenses and the decrease in the
average price of oil sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $515,276 (48.5%) in 1997 as compared to 1996. This decrease resulted
primarily from (i) an upward revision in the estimate of remaining gas reserves
at December 31, 1997, (ii) decreases in volumes of oil and gas sold in 1997 and
(iii) a reduction in the depletable base of oil and gas properties due to the
impairment provision recorded against proved oil and gas properties in the first
quarter of 1997 as discussed below. As a percentage of oil and gas sales, this
expense decreased to 14.3% in 1997 from 25.4% in 1996. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization and the increase in the average price of gas sold in 1997.
43
<PAGE>
The II-B Partnership recognized a non-cash charge against earnings of
$530,988 in the first quarter of 1997. Of this amount, $134,003 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $396,985 was related to the
writing-off of unproved properties. These unproved properties were written off
based on the General Partner's determination that it is unlikely that such
properties would be developed due to the low oil and gas prices received over
the last several years and provisions in the II-B Partnership's Partnership
Agreement which limit the level of permissible drilling activity. No similar
charges were necessary in 1996.
General and administrative expenses decreased $45,222 (9.1%) in 1997 as
compared to 1996. This decrease resulted primarily from a decrease in
professional fees in 1997 as compared to 1996. As a percentage of oil and gas
sales, these expenses remained relatively constant at 11.8% in 1997 and 11.9% in
1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $29,816,916 or 82.43% of the Limited Partners' capital
contributions.
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $974,733 (30.4%) in 1996 as compared to
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 in 1996 as compared to 1995. Average oil and gas prices
increased to $20.92 per barrel and $2.15 per Mcf, respectively, in 1996 from
$16.62 per barrel and $1.54 per Mcf, respectively, in 1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $360,065 (23.6%) in 1996 as compared to 1995. This
decrease resulted primarily from (i) workover expenses incurred on two wells
during 1995 in order to improve the recovery of reserves, (ii) the sale of one
well during 1995, and (iii) a decrease in general repair and maintenance
expenses incurred on several wells in 1996 as compared to 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% in 1996 from
47.6% in 1995. This percentage decrease was primarily due to the dollar decrease
in production expenses and the increases in the average prices of oil and gas
sold in 1996.
44
<PAGE>
Depreciation, depletion, and amortization of oil and gas properties
decreased $374,555 (26.1%) in 1996 as compared to 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% in 1996
from 44.8% in 1995. This percentage decrease was primarily due to the dollar
decrease in depreciation, depletion, and amortization and the increases in the
average prices of oil and gas sold in 1996.
The II-B Partnership recognized a non-cash charge against earnings of
$450,601 in 1995. This impairment provision was necessary due to unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses decreased $77,761 (13.5%) in 1996 as
compared to 1995. This decrease resulted primarily from a decrease in
professional fees in 1996 as compared to 1995. As a percentage of oil and gas
sales, these expenses decreased to 11.9% in 1996 from 17.9% in 1995. This
percentage decrease was primarily due to the increase in oil and gas sales in
1996.
II-C Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $129,283 (6.7%) in 1997 as compared to
1996. Of this decrease, approximately $49,000 and $209,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $48,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $175,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 2,340
barrels and 102,596 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted primarily from (i) the sale of several gas
producing wells during 1996, (ii) positive prior period volume adjustments made
by purchasers on several wells during 1996, and (iii) normal declines in
production. Average oil prices decreased to $19.04 per barrel in 1997 from
$21.14 per barrel in 1996. Average gas prices increased to $2.34 per Mcf in 1997
from $2.04 per Mcf in 1996.
45
<PAGE>
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $75,103 (12.5%) in 1997 as compared to 1996. This
decrease resulted primarily from (i) decreases in volumes of oil and gas sold in
1997 and (ii) a decrease in production taxes associated with the decrease in oil
and gas sales in 1997. As a percentage of oil and gas sales, these expenses
decreased to 29.4% in 1997 from 31.3% in 1996. This percentage decrease was
primarily due to the dollar decrease in oil and gas production expenses and the
increase in the average price of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $129,630 (32.6%) in 1997 as compared to 1996. This decrease resulted
primarily from (i) an upward revision in the estimate of remaining gas reserves
at December 31, 1997, (ii) the decreases in volumes of oil and gas sold in 1997,
and (iii) a reduction in the depletable base of oil and gas properties due to
the impairment provision recorded against proved oil and gas properties in the
first quarter of 1997 as discussed below. As a percentage of oil and gas sales,
this expense decreased to 14.9% in 1997 from 20.7% in 1996. This percentage
decrease was primarily due to the dollar decrease in depreciation, depletion,
and amortization and the increase in the average price of gas sold in 1997.
The II-C Partnership recognized a non-cash charge against earnings of
$66,617 in the first quarter of 1997. Of this amount, $36,163 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $30,454 was related to the writing-off of
unproved properties. These unproved properties were written off based on the
General Partner's determination that it is unlikely that such properties would
be developed due to the low oil and gas prices received over the last several
years and provisions in the II-C Partnership's Partnership Agreement which limit
the level of permissible drilling activity. No similar charges were necessary in
1996.
General and administrative expenses decreased $20,622 (9.6%) in 1997 as
compared to 1996. This decrease resulted primarily from a decrease in
professional fees in 1997 as compared to 1996. As a percentage of oil and gas
sales, these expenses remained relatively constant at 10.8% in 1997 and 11.1% in
1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $13,225,686 or 85.54% of the Limited Partners' capital
contributions.
46
<PAGE>
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $406,003 (26.7%) in 1996 as compared to
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, in 1996 as compared to 1995. Average oil and gas prices increased
to $21.14 per barrel and $2.04 per Mcf, respectively, in 1996 from $16.92 per
barrel and $1.46 per Mcf, respectively, in 1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $95,721 (13.7%) in 1996 as compared to 1995. This
decrease resulted primarily from (i) workover expenses incurred on two wells
during 1995 in order to improve the recovery of reserves and (ii) a decrease in
general repair and maintenance expenses incurred on several wells in 1996 as
compared to 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% in 1996 from 46.0% in 1995. This percentage
decrease was primarily due to the dollar decrease in production expenses and the
increases in the average prices of oil and gas sold in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $266,527 (40.1%) in 1996 as compared to 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 in 1996,
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% in 1996 from 43.7% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
The II-C Partnership recognized a non-cash charge against earnings of
$245,324 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
47
<PAGE>
General and administrative expenses decreased $34,462 (13.8%) in 1996 as
compared to 1995. This decrease resulted primarily from a decrease in
professional fees in 1996 as compared to 1995. As a percentage of oil and gas
sales, these expenses decreased to 11.1% in 1996 from 16.4% in 1995. This
percentage decrease was primarily due to the increase in oil and gas sales in
1996.
II-D Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales remained relatively constant in 1997 as compared
to 1996. Any decrease in oil and gas sales caused by decreases of approximately
$323,000 and $248,000, respectively, relating to decreases in volumes of oil and
gas sold and a decrease of approximately $68,000 related to a decrease in the
average price of oil sold was substantially offset by an increase of
approximately $631,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 16,104 barrels and 135,734 Mcf,
respectively, in 1997 as compared to 1996. The decrease in volumes of oil sold
resulted primarily from (i) the sale of one well in late 1996 and (ii) a
negative prior period volume adjustment made the by purchaser on one well in
1997. Average oil prices decreased to $18.68 per barrel in 1997 from $20.03 per
barrel in 1996. Average gas prices increased to $2.25 per Mcf in 1997 from $1.83
per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $143,812 (8.0%) in 1997 as compared to 1996. This
decrease resulted primarily from decreases in volumes of oil and gas sold in
1997. As a percentage of oil and gas sales, these expenses decreased to 38.4% in
1997 from 41.6% in 1996. This percentage decrease was primarily due to the
dollar decrease in oil and gas production expenses and the increase in the
average price of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $111,321 (13.9%) in 1997 as compared to 1996. This decrease resulted
primarily from the decreases in volumes of oil and gas sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as discussed below. As a percentage of oil and gas sales, this expense
decreased to 16.0% in 1997 from 18.5% in 1996. This percentage decrease was
primarily due to the increase in the average price of gas sold in 1997.
48
<PAGE>
The II-D Partnership recognized a non-cash charge against earnings of
$143,957 in the first quarter of 1997. This impairment provision was necessary
due to the decline in oil and gas prices used to determine the recoverability of
proved oil and gas reserves at March 31, 1997. No similar charge was necessary
in 1996.
General and administrative expenses decreased $56,299 (12.4%) in 1997 as
compared to 1996. This decrease resulted primarily from a decrease in
professional fees in 1997 as compared to 1996. As a percentage of oil and gas
sales, these expenses decreased to 9.2% in 1997 from 10.5% in 1996. This
percentage decrease was primarily due to the dollar decrease in general and
administrative expenses discussed above.
The Limited Partners have received cash distributions through December 31,
1997 totaling $25,589,903 or 81.27% of the Limited Partners' capital
contributions.
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $427,586 (11.0%) in 1996 as compared to
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, in 1996 as compared to 1995. The decrease
in volumes of oil sold resulted primarily from (i) the sale of four significant
oil producing wells during 1996, (ii) the shutting-in of one well during 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 in
1996 as compared to 1995. Average oil and gas prices increased to $20.03 per
barrel and $1.83 per Mcf, respectively, in 1996 from $16.39 per barrel and $1.28
per Mcf, respectively, in 1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $335,345 (15.7%) in 1996 as compared to 1995. This
decrease resulted primarily from the decreases in volumes of oil and gas sold in
1996. As a percentage of oil and gas sales, these expenses decreased to 41.6% in
1996 from 54.8% in 1995. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold in 1996.
49
<PAGE>
Depreciation, depletion, and amortization of oil and gas properties
decreased $747,734 (48.3%) in 1996 as compared to 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 in 1996,
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% in 1996 from 39.7% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
The II-D Partnership recognized a non-cash charge against earnings of
$370,172 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses decreased $89,014 (16.4%) in 1996 as
compared to 1995. This decrease resulted primarily from a decrease in
professional fees in 1996 as compared to 1995. As a percentage of oil and gas
sales, these expenses decreased to 10.5% in 1996 from 13.9% in 1995. This
percentage decrease was primarily due to the increase in oil and gas sales in
1996.
II-E Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $77,314 (2.9%) in 1997 as compared to
1996. Of this decrease, approximately $227,000 and $144,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $54,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $353,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 11,136
barrels and 78,085 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of oil sold resulted primarily from the sale of one well in late 1996
and a normal decline in production. Average oil prices decreased to $19.10 per
barrel in 1997 from $20.37 per barrel in 1996. Average gas prices increased to
$2.30 per Mcf in 1997 from $1.85 per Mcf in 1996.
50
<PAGE>
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 1997 as compared to 1996. As a
percentage of oil and gas sales, these expenses remained relatively constant at
34.8% in 1997 and 33.9% in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $101,553 (13.9%) in 1997 as compared to 1996. This decrease resulted
primarily from (i) the decreases in volumes of oil and gas sold in 1997, (ii) a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as discussed below, and (iii) an upward revision in the estimate of
remaining gas reserves at December 31, 1997. As a percentage of oil and gas
sales, this expense decreased to 24.0% in 1997 from 27.0% in 1996. This
percentage decrease was primarily due to the increase in the average price of
gas sold in 1997.
The II-E Partnership recognized a non-cash charge against earnings of
$992,851 in the first quarter of 1997. Of this amount, $317,979 was related to
the decline in oil and as prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $674,872 was related to the
writing-off of unproved properties. These unproved properties were written off
based on the General Partner's determination that it is unlikely that such
properties would be developed due to the low oil and gas prices received over
the last several years and provisions in the II-E Partnership's Partnership
Agreement which limit the level of permissible drilling activity. No similar
charges were necessary in 1996.
General and administrative expenses decreased $102,370 (24.5%) in 1997 as
compared to 1996. This decrease resulted primarily from a decrease in
professional fees in 1997 as compared to 1996. As a percentage of oil and gas
sales, these expenses decreased to 12.0% in 1997 from 15.5% in 1996. This
percentage decrease was primarily due to the dollar decrease in general and
administrative expenses.
The Limited Partners have received cash distributions through December 31,
1997 totaling $15,100,574 or 65.99% of the Limited Partners' capital
contributions.
51
<PAGE>
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $395,908 (17.2%) in 1996 as compared to
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, in 1996 as compared to 1995. The
decrease in volumes of oil sold resulted primarily from (i) the sale of one
significant oil producing well in 1996 and (ii) normal declines in production
due to diminished oil reserves on several wells in 1996 as compared to 1995.
Average oil and gas prices increased to $20.37 per barrel and $1.85 per Mcf,
respectively, in 1996 from $16.81 per barrel and $1.31 per Mcf, respectively, in
1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $235,430 (20.5%) in 1996 as compared to 1995. This
decrease resulted primarily from (i) a decrease in production expenses due to
the sale of one well in 1996, (ii) abandonment expenses incurred on another well
during 1995, (iii) workover expenses incurred on two wells during 1995 in order
to improve the recovery of reserves, and (iv) a decrease in general repair and
maintenance expenses incurred on several wells in 1996 as compared to 1995. As a
percentage of oil and gas sales, these expenses decreased to 33.9% in 1996 from
50.0% in 1995. This percentage decrease was primarily due to the dollar decrease
in production expenses and the increases in the average prices of oil and gas
sold in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $629,892 (46.4%) in 1996 as compared to 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 in 1996,
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% in 1996 from 59.1% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
The II-E Partnership recognized a non-cash charge against earnings of
$465,045 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
52
<PAGE>
General and administrative expenses decreased $199,100 (32.3%) in 1996 as
compared to 1995. This decrease resulted primarily from a decrease in
professional fees in 1996 as compared to 1995. As a percentage of oil and gas
sales, these expenses decreased to 15.5% in 1996 from 26.8% in 1995. This
percentage decrease was primarily due to the dollar decrease in general and
administrative expenses and the increase in oil and gas sales in 1996 as
compared to 1995.
II-F Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $241,924 (9.9%) in 1997 as compared to
1996. Of this decrease, approximately $47,000 and $344,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $53,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $199,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 2,381
barrels and 175,258 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted primarily from (i) negative prior period volume
adjustments made by the purchasers on three wells in 1997, (ii) positive prior
period volume adjustments made by the purchasers on several wells in 1996, (iii)
normal declines in production, and (iv) the sale of one well in early 1997.
Average oil prices decreased to $18.66 per barrel in 1997 from $19.83 per barrel
in 1996. Average gas prices increased to $2.30 per Mcf in 1997 from $1.96 per
Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $97,519 (15.1%) in 1997 as compared to 1996. This
decrease resulted primarily from decreases in volumes of oil and gas sold in
1997 and a decrease in production taxes associated with the decrease in oil and
gas sales discussed above. As a percentage of oil and gas sales, these expenses
decreased to 24.9% in 1997 from 26.5% in 1996. This percentage decrease was
primarily due to the dollar decrease in oil and gas production expenses
discussed above and the increase in the average price of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $122,039 (23.0%) in 1997 as compared to 1996. This decrease resulted
primarily from decreases in volumes of oil and gas sold in 1997 and a reduction
in the depletable base of oil and gas properties due to the impairment provision
recorded against proved oil and gas properties in the first quarter of 1997 as
discussed below. As a percentage of oil and gas sales, this expense decreased to
53
<PAGE>
18.7% in 1997 from 21.8% in 1996. This percentage decrease was primarily due to
the increase in the average price of gas sold in 1997.
The II-F Partnership recognized a non-cash charge against earnings of
$1,377,160 in the first quarter of 1997. Of this amount, $208,255 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $1,168,905 was related to the
writing-off of unproved properties. These unproved properties were written off
based on the General Partner's determination that it is unlikely that such
properties would be developed due to the low oil and gas prices received over
the last several years and provisions in the II-F Partnership's Partnership
Agreement which limit the level of permissible drilling activity. No similar
charges were necessary in 1996.
General and administrative expenses decreased $2,351 (1.1%) in 1997 as
compared to 1996. As a percentage of oil and gas sales, these expenses remained
relatively constant at 9.3% in 1997 and 8.5% in 1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $14,914,051 or 87.01% of the Limited Partners' capital
contributions.
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $404,721 (20.0%) in 1996 as compared to
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, in 1996 as compared to 1995. Average
oil and gas prices increased to $19.83 per barrel and $1.96 per Mcf,
respectively, in 1996 from $16.10 per barrel and $1.36 per Mcf, respectively, in
1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $17,675 (2.7%) in 1996 as compared to 1995. This
decrease resulted primarily from the decreases in volumes of oil and gas sold in
1996, 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% in 1996 from 32.6% in 1995. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold in 1996.
54
<PAGE>
Depreciation, depletion, and amortization of oil and gas properties
decreased $505,018 (48.7%) in 1996 as compared to 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 in 1996,
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% in 1996 from 51.1% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
The II-F Partnership recognized a non-cash charge against earnings of
$312,270 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses remained relatively constant during
1995 and 1996. As a percentage of oil and gas sales, these expenses decreased to
8.5% in 1996 from 9.9% in 1995. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold in 1996.
II-G Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $488,554 (9.5%) in 1997 as compared to
1996. Of this decrease, approximately $100,000 and $725,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $111,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $440,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 5,040
barrels and 370,066 Mcf, respectively, in 1997 as compared to 1996. The decrease
in volumes of gas sold resulted primarily from (i) negative prior period volume
adjustments made by the purchasers on three wells in 1997, (ii) positive prior
period volume adjustments made by the purchasers on several wells in 1996, and
(iii) normal declines in production. Average oil prices decreased to $18.66 per
barrel in 1997 from $19.83 per barrel in 1996. Average gas prices increased to
$2.31 per Mcf in 1997 from $1.96 per Mcf in 1996.
55
<PAGE>
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $200,532 (14.5%) in 1997 as compared to 1996. This
decrease resulted primarily from a decrease in production taxes associated with
the decrease in oil and gas sales discussed above and decreases in volumes of
oil and gas sold in 1997. As a percentage of oil and gas sales, these expenses
decreased to 25.4% in 1997 from 26.9% in 1996. This percentage decrease was
primarily due to the dollar decrease in oil and gas production expenses and the
increase in the average prices of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $246,840 (21.2%) in 1997 as compared to 1996. This decrease resulted
primarily from the decreases in volumes of oil and gas sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as discussed below. As a percentage of oil and gas sales, this expense
decreased to 19.6% in 1997 from 22.5% in 1996. This percentage decrease was
primarily due to the dollar decrease in depreciation, depletion, and
amortization and the increase in the average price of gas sold in 1997.
The II-G Partnership recognized a non-cash charge against earnings of
$3,101,656 in the first quarter of 1997. Of this amount, $489,672 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $2,611,984 was related to the
writing-off of unproved properties. These unproved properties were written off
based on the General Partner's determination that it is unlikely that such
properties would be developed due to the low oil and gas prices received over
the last several years and provisions in the II-G Partnership's Partnership
Agreement which limit the level of permissible drilling activity. No similar
charges were necessary in 1996.
General and administrative expenses decreased $4,755 (1.1%) in 1997 as
compared to 1996. As a percentage of oil and gas sales, these expenses remained
relatively constant at 9.5% in 1997 and 8.7% in 1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $30,660,371 or 82.38% of the Limited Partners' capital
contributions.
56
<PAGE>
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $810,712 (18.6%) in 1996 as compared to
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, in 1996 as compared to 1995.
Average oil and gas prices increased to $19.83 per barrel and $1.96 per Mcf,
respectively, in 1996 from $16.11 per barrel and $1.36 per Mcf, respectively, in
1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $69,103 (4.7%) in 1996 as compared to 1995. This
decrease resulted primarily from decreases in volumes of oil and gas sold in
1996, 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% in 1996 from 33.5% in 1995. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $1,143,679 (49.6%) in 1996 as compared to 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 in 1996,
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% in 1996 from 53.1% in 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 in 1996.
The II-G Partnership recognized a non-cash charge against earnings of
$839,228 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses remained relatively constant during
1995 and 1996. As a percentage of oil and gas sales, these expenses remained
relatively constant at 8.7% during 1996 as compared to 10.1% for 1995.
57
<PAGE>
II-H Partnership
----------------
Year Ended December 31, 1997 as Compared
to Year Ended December 31, 1996
----------------------------------------
Total oil and gas sales decreased $110,488 (9.0%) in 1997 as compared to
1996. Of this decrease, approximately $23,000 and $180,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $26,000
was related to a decrease in the average price of oil sold, which decreases were
partially offset by an increase of approximately $119,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 1,174
barrels and 92,553 Mcf in 1997 as compared to 1996. The decrease in volumes of
gas sold resulted primarily from (i) negative prior period volume adjustments
made by the purchasers on three wells in 1997, (ii) positive prior period volume
adjustments made by the purchasers on several wells in 1996, and (iii) normal
declines in production. Average oil prices decreased to $18.67 per barrel in
1997 from $19.85 per barrel in 1996. Average gas prices increased to $2.33 per
Mcf in 1997 from $1.94 per Mcf in 1996.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $49,348 (14.5%) in 1997 as compared to 1996. This
decrease resulted primarily from a decrease in production taxes associated with
the decrease in oil and gas sales discussed above and the decreases in volumes
of oil and gas sold in 1997. As a percentage of oil and gas sales, these
expenses decreased to 25.9% in 1997 from 27.6% in 1996. This percentage decrease
was primarily due to the dollar decrease in oil and gas production expenses and
the increase in the average price of gas sold in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $78,681 (28.0%) in 1997 as compared to 1996. This decrease resulted
primarily from the decreases in volumes of oil and gas sold in 1997 and a
reduction in the depletable base of oil and gas properties due to the impairment
provision recorded against proved oil and gas properties in the first quarter of
1997 as discussed below. As a percentage of oil and gas sales, this expense
decreased to 18.1% in 1997 from 22.8% in 1996. This percentage decrease was
primarily due to the dollar decrease in depreciation, depletion, and
amortization.
The II-H Partnership recognized a non-cash charge against earnings of
$785,220 in the first quarter of 1997. Of this amount, $125,223 was related to
the decline in oil and gas prices used to determine the recoverability of proved
oil and gas reserves at March 31, 1997 and $659,997 was related to the
writing-off of unproved properties. These unproved properties
58
<PAGE>
were written off based on the General Partner's determination that it is
unlikely that such properties would be developed due to the low oil and gas
prices received over the last several years and provisions in the II-H
Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charges were necessary in 1996.
General and administrative expenses decreased $1,437 (1.3%) in 1997 as
compared to 1996. As a percentage of oil and gas sales, these expenses remained
relatively constant at 9.8% in 1997 and 9.0% in 1996.
The Limited Partners have received cash distributions through December 31,
1997 totaling $7,139,364 or 77.85% of the Limited Partners' capital
contributions.
Year Ended December 31, 1996 as Compared
to Year Ended December 31, 1995
----------------------------------------
Total oil and gas sales increased $187,487 (18.0%) in 1996 as compared to
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, in 1996 as compared to 1995. Average
oil and gas prices increased to $19.85 per barrel and $1.94 per Mcf,
respectively, in 1996 from $16.12 per barrel and $1.35 per Mcf, respectively, in
1995.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $19,594 (5.5%) in 1996 as compared to 1995. This
decrease resulted primarily from the decreases in volumes of oil and gas sold in
1996, 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% in 1996 from 34.4% in 1995. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold in 1996.
Depreciation, depletion, and amortization of oil and gas properties
decreased $269,588 (49.0%) in 1996 as compared to 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 in 1996,
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% in 1996 from 52.8% in 1995.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold in 1996.
59
<PAGE>
The II-H Partnership recognized a non-cash charge against earnings of
$259,808 in 1995. This impairment provision was necessary due to the unamortized
costs of proved oil and gas properties exceeding the undiscounted future net
revenues from such oil and gas properties. No similar charge was necessary in
1996.
General and administrative expenses remained relatively constant during
1995 and 1996. As a percentage of oil and gas sales, these expenses decreased to
9.0% in 1996 from 10.3% in 1995. This percentage decrease was primarily due to
the increases in the average prices of oil and gas sold in 1996.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 1997, 1996, and 1995. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
60
<PAGE>
1997 Compared to 1996
---------------------
Average Sales Prices
-------------------------------------------------------------
P/ship 1997 1996 % Change
- ------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ---
II-A $18.85 $2.28 $20.40 $2.15 ( 8%) 6%
II-B 19.13 2.41 20.92 2.15 ( 9%) 12%
II-C 19.04 2.34 21.14 2.04 (10%) 15%
II-D 18.68 2.25 20.03 1.83 ( 7%) 23%
II-E 19.10 2.30 20.37 1.85 ( 6%) 24%
II-F 18.66 2.30 19.83 1.96 ( 6%) 17%
II-G 18.66 2.31 19.83 1.96 ( 6%) 18%
II-H 18.67 2.33 19.85 1.94 ( 6%) 20%
Production Volumes
----------------------------------------------------------------
P/ship 1997 1996 % Change
- ------ ------------------ ------------------ ------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
II-A 105,866 1,505,818 103,230 1,737,090 3% (13%)
II-B 67,591 1,047,458 74,434 1,219,775 ( 9%) (14%)
II-C 22,753 582,748 25,093 685,344 ( 9%) (15%)
II-D 50,413 1,501,911 66,517 1,637,645 (24%) ( 8%)
II-E 42,668 783,379 53,804 861,464 (21%) ( 9%)
II-F 45,014 586,444 47,395 761,702 ( 5%) (23%)
II-G 94,553 1,256,464 99,593 1,626,530 ( 5%) (23%)
II-H 21,998 304,593 23,172 397,146 ( 5%) (23%)
Average Production Costs
per Equivalent Barrel of Oil
--------------------------------
P/ship 1997 1996 % Change
------ ----- ----- --------
II-A $5.29 $4.94 7%
II-B 5.43 4.19 30%
II-C 4.40 4.33 2%
II-D 5.51 5.31 4%
II-E 5.25 4.63 13%
II-F 3.83 3.69 4%
II-G 3.90 3.74 4%
II-H 3.99 3.80 5%
61
<PAGE>
1996 Compared to 1995
---------------------
Average Sales Prices
--------------------------------------------------------------
P/ship 1996 1995 % Change
- ------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/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%
62
<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 1997, the Partnerships proved reserve quantities at
December 31, 1997 would have the following remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 5.5 5.1
II-B 5.0 5.7
II-C 6.7 7.1
II-D 6.2 7.6
II-E 6.5 5.6
II-F 6.7 7.0
II-G 6.7 7.0
II-H 6.7 7.1
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. Occasional
expenditures for new wells or well recompletions or workovers, however, may
reduce or eliminate cash available for a particular quarterly cash distribution.
The Partnerships have no debt commitments. Cash for operational purposes will be
provided by current oil and gas production.
The Partnerships sold certain oil and gas properties during 1997. The sale
of a property owned by one or more Partnerships was 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 were distributed to the
Partnerships and included in the calculation of the Partnerships' cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds. The amount of such proceeds from the sale of oil and gas
properties during 1997 were as follows:
63
<PAGE>
Partnership Amount
----------- ----------
II-A $ 225,375
II-B 251,335
II-C 208,805
II-D 629,832
II-E 431,541
II-F 758,534
II-G 1,658,135
II-H 414,950
The sale of these properties reduced the quantity of the Partnerships'
proved reserves. 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. The General Partner believes that the sale of these
properties will be beneficial to the Partnerships since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved reserves has been reduced by the sale of oil and gas properties as
described above; therefore, it is possible that the Partnerships' future cash
distributions could decline as a result of a reduction of the Partnerships'
reserve base.
The Partnerships will terminate on December 31, 2001 in accordance with
the Partnership Agreements. However, the Partnership Agreements provide that the
General Partner may extend the term of each Partnership for up to five periods
of two years each. As of the date of this Annual Report, the General Partner has
not determined whether to extend the term of any Partnership.
64
<PAGE>
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
1997. 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."
Year 2000 Computer Issues
The General Partner has reviewed its computer systems and hardware to
locate potential operational problems associated with the year 2000. Such review
will continue until all potential problems are located and resolved. The General
Partner believes that all year-2000 problems in its computer system have been or
will be resolved in a timely manner and have not caused and will not cause
disruption of the Partnerships' operations or a material affect on the
Partnerships' financial condition or results of operations. However, it is
possible that the Partnerships' cash flows could be disrupted by year-2000
problems experienced by operators of the Partnerships' wells, buyers of the
Partnerships' oil and gas, financial institutions, or other persons. The General
Partner is unable to quantify the effect, if any, on the Partnerships of
year-2000 computer problems experienced by these third parties.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14
hereof.
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.
65
<PAGE>
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 45 President and Director
Judy K. Fox 46 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 and its subsidiaries 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 and as President and Director of
Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum
Corporation, Berry Gas Company, Circle L Drilling Company, and Compression, Inc.
Judy K. Fox joined the Samson Companies in 1990 and was named Secretary of
Geodyne and its subsidiaries 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, Samson Hydrocarbons Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers of
reports required under Section 16 of the Securities Exchange Act of 1934 during
1997.
66
<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 during 1997, 1996, and 1995 is set forth in the
table below. Although the actual costs incurred by the General Partner and its
affiliates have fluctuated during the three years presented, the amounts charged
to the Partnerships have not fluctuated due to expense limitations imposed by
the Partnership Agreements.
Partnership 1997 1996 1995
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities. The following tables indicate the
approximate amount of general and administrative expense reimbursement
attributable to the salaries of the directors, officers, and employees of the
General Partner and its affiliates during 1997, 1996, and 1995:
67
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $278,336 - - - - - -
1996 $298,217 - - - - - -
1997 $304,538 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
68
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $207,895 - - - - - -
1996 $222,745 - - - - - -
1997 $227,466 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
69
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $88,865 - - - - - -
1996 $95,212 - - - - - -
1997 $97,230 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
70
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $180,973 - - - - - -
1996 $193,899 - - - - - -
1997 $198,009 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
71
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $131,512 - - - - - -
1996 $140,905 - - - - - -
1997 $143,892 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
72
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $ 98,509 - - - - - -
1996 $105,546 - - - - - -
1997 $107,783 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
73
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $213,910 - - - - - -
1996 $229,189 - - - - - -
1997 $234,047 - - - - - -
- ----------
(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
$100,000 per annum.
</TABLE>
74
<PAGE>
<TABLE>
<CAPTION>
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 1997
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
1997 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1995 $52,711 - - - - - -
1996 $56,476 - - - - - -
1997 $57,673 - - - - - -
- ----------
(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>
75
<PAGE>
During 1995 El Paso Energy Marketing Company, formerly known as Premier
Gas Company ("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 El Paso during 1995.
Partnership 1995
----------- --------
II-A $825,515
II-B 374,717
II-C 225,948
II-D 682,346
II-E 593,218
II-F 367,527
II-G 776,211
II-H 182,878
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, 1997, 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.
76
<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 January 31, 1998 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 61,201 (12.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 61,201 (12.6%)
II-B Partnership:
- ----------------
Samson Resources Company 52,156 (14.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 52,156 (14.4%)
II-C Partnership:
- ----------------
Samson Resources Company 28,773 (18.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 28,773 (18.6%)
II-D Partnership:
- ----------------
Samson Resources Company 37,396 (11.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 37,396 (11.9%)
77
<PAGE>
II-E Partnership:
- ----------------
Samson Resources Company 31,344 (13.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 31,344 (13.7%)
II-F Partnership:
- ----------------
Samson Resources Company 22,820 (13.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 22,820 (13.3%)
II-G Partnership:
- ----------------
Samson Resources Company 37,751 (10.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 37,751 (10.1%)
II-H Partnership:
- ----------------
Samson Resources Company 12,428 (13.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 12,428 (13.6%)
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.
78
<PAGE>
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 consistent
with the General Partner's fiduciary duties.
As a result of Samson Investment Company's ("Samson") acquisition of the
General Partner and its affiliates, Samson, PaineWebber (the dealer manager of
the original offering of Units), and the General Partner entered into an
advisory agreement which relates primarily to the Partnerships. The Advisory
Agreement became effective on March 3, 1993 and will expire on March 3, 1998.
The Advisory Agreement provides, among other things, that: (i) Samson will
review periodically with PaineWebber the general operations and performance of
the Partnerships and the terms of any material transaction involving a
Partnership; (ii) Samson will allow PaineWebber to advise Samson and to comment
on any General Partner-initiated amendment to a Partnership Agreement which
requires a vote of the Limited Partners and any proposal initiated by the
General Partner that would involve a reorganization, merger, or consolidation of
a Partnership, a sale of all or substantially all of the assets of a
Partnership, the liquidation or dissolution of a Partnership, or the exchange of
cash, securities, or other assets for all or any outstanding Units; (iii) the
General Partner will maintain an "800" investor services telephone number; and
(iv) 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.
79
<PAGE>
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."
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, 1997 and 1996 and for each of the three
years in the period ended December 31, 1997 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.
80
<PAGE>
(3) Exhibits:
4.1 The Certificate and Agreements of Limited Partnership
for the following Partnerships have been previously
filed with the Securities and Exchange Commission as
Exhibit 2.1 to Form 8-A filed by each Partnership on
the dates shown below and are hereby incorporated by
reference.
Partnership Filing Date File No.
----------- ------------ --------
II-A November 18, 1987 0-16388
II-B November 19, 1987 0-16405
II-C August 5, 1988 0-16981
II-D August 5, 1988 0-16980
II-E November 17, 1988 0-17320
II-F June 5, 1989 0-17799
II-G June 5, 1989 0-17802
II-H February 20, 1990 0-18305
4.2 The Agreements of Partnership for the following
Production Partnerships have been previously filed with
the Securities and Exchange Commission as Exhibit 2.2
to Form 8-A filed by the related Partnerships on the
dates shown below and are hereby incorporated by
reference.
Partnership Filing Date
----------- -----------
II-A November 18, 1987
II-B November 19, 1987
II-C August 5, 1988
II-D August 5, 1988
II-E November 17, 1988
II-F June 5, 1989
II-G June 5, 1989
II-H February 20, 1990
4.3 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.
81
<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.
82
<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.
83
<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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
84
<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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
* 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, 1997 and for the year ended December 31,
1997.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 1997:
None.
85
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
86
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
87
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
88
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
89
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
90
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
91
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
92
<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
August 26, 1998
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 August 26, 1998
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal August 26, 1998
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary August 26, 1998
-------------------
Judy K. Fox
93
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-1
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
----------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 830,584 $ 875,918
Accounts receivable:
Oil and gas sales 837,560 1,073,459
Other 20,975 -
--------- ---------
Total current assets $1,689,119 $1,949,377
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 4,894,853 6,170,793
DEFERRED CHARGE 911,041 948,217
--------- ---------
$7,495,013 $9,068,387
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 233,246 $ 212,801
Gas imbalance payable 142,043 101,493
--------- ---------
Total current liabilities $ 375,289 $ 314,294
ACCRUED LIABILITY $ 157,050 $ 158,683
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 387,587) ($ 342,481)
Limited Partners, issued and
outstanding, 484,283 Units 7,350,261 8,937,891
--------- ---------
Total Partners' capital $6,962,674 $8,595,410
--------- ---------
$7,495,013 $9,068,387
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-2
<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, 1997, 1996, and 1995
1997 1996 1995
---------- ---------- ----------
REVENUES:
Oil and gas sales,
including $825,515
of sales to related
parties in 1995 $5,431,745 $5,832,874 $4,671,555
Interest income 33,085 28,323 20,126
Gain on sale of oil and
gas properties 176,789 96,827 12,179
Other income 20,975 - -
--------- --------- ---------
$5,662,594 $5,958,024 $4,703,860
COSTS AND EXPENSES:
Lease operating $1,538,814 $1,601,063 $1,564,012
Production tax 349,607 339,977 282,252
Depreciation, depletion,
and amortization of oil
and gas properties 780,241 1,196,600 1,841,159
Impairment provision 684,276 - 994,919
General and administrative 591,256 620,562 655,449
--------- --------- ---------
$3,944,194 $3,758,202 $5,337,791
--------- --------- ---------
NET INCOME (LOSS) $1,718,400 $2,199,822 ($ 633,931)
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 141,030 $ 156,483 $ 81,747
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $1,577,370 $2,043,339 ($ 715,678)
========= ========= =========
NET INCOME (LOSS) per Unit $ 3.26 $ 4.22 ($ 1.48)
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
======== ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-3
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------- ---------- -------------
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
Net income 1,577,370 141,030 1,718,400
Cash distributions ( 3,165,000) ( 186,136) ( 3,351,136)
---------- ------- ----------
Balance, Dec. 31, 1997 $ 7,350,261 ($387,587) $ 6,962,674
========== ======= ==========
The accompanying notes are an integral part of these
combined financial statements.
F-4
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,718,400 $2,199,822 ($ 633,931)
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 780,241 1,196,600 1,841,159
Impairment provision 684,276 - 994,919
Gain on sale of oil and
gas properties ( 176,789) ( 96,827) ( 12,179)
(Increase) decrease in
accounts receivable-
oil and gas sales 235,899 ( 308,384) 63,981
Increase in accounts
receivable - other ( 20,975) - -
(Increase) decrease in
deferred charge 37,176 221,060 ( 188,505)
Increase (decrease) in
accounts payable 20,445 ( 325) ( 76,265)
Increase (decrease) in
gas imbalance payable 40,550 ( 63,344) ( 53,112)
Decrease in accrued
liability ( 1,633) ( 113,984) ( 126,002)
--------- --------- ---------
Net cash provided by
operating activities $3,317,590 $3,034,618 $1,810,065
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 237,163) ($ 98,540) ($ 168,118)
Proceeds from sale of
oil and gas properties 225,375 218,786 23,383
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 11,788) $ 120,246 ($ 144,735)
--------- --------- ---------
F-5
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,351,136) ($2,786,970) ($1,951,000)
--------- --------- ---------
Net cash used by financing
activities ($3,351,136) ($2,786,970) ($1,951,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 45,334) $ 367,894 ($ 285,670)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 875,918 508,024 793,694
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 830,584 $ 875,918 $ 508,024
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-7
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 644,574 $ 569,257
Accounts receivable:
Oil and gas sales 565,152 710,208
--------- ---------
Total current assets $1,209,726 $1,279,465
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 3,035,158 4,140,409
DEFERRED CHARGE 169,811 160,103
--------- ---------
$4,414,695 $5,579,977
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 141,754 $ 189,245
Gas imbalance payable 24,671 17,055
--------- ---------
Total current liabilities $ 166,425 $ 206,300
ACCRUED LIABILITY $ 88,519 $ 86,198
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 305,223) ($ 265,183)
Limited Partners, issued and
outstanding, 361,719 Units 4,464,974 5,552,662
--------- ---------
Total Partners' capital $4,159,751 $5,287,479
--------- ---------
$4,414,695 $5,579,977
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-8
<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, 1997, 1996, and 1995
1997 1996 1995
---------- ----------- ----------
REVENUES:
Oil and gas sales,
including $374,717
of sales to related
parties in 1995 $3,816,269 $4,179,527 $3,204,794
Interest income 19,644 16,689 9,960
Gain (loss) on sale of
oil and gas
properties 203,247 ( 28,890) 10,869
--------- --------- ---------
$4,039,160 $4,167,326 $3,225,623
COSTS AND EXPENSES:
Lease operating $1,062,972 $ 912,347 $1,315,780
Production tax 251,478 252,366 208,998
Depreciation, depletion,
and amortization of oil
and gas properties 546,957 1,062,233 1,436,788
Impairment provision 530,988 - 450,601
General and
administrative 451,569 496,791 574,552
--------- --------- ---------
$2,843,964 $2,723,737 $3,986,719
--------- --------- ---------
NET INCOME (LOSS) $1,195,196 $1,443,589 ($ 761,096)
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 99,884 $ 113,834 $ 37,441
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $1,095,312 $1,329,755 ($ 798,537)
========= ========= =========
NET INCOME (LOSS)
per Unit $ 3.03 $ 3.68 ($ 2.21)
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-9
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------- ---------- ------------
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
Net income 1,095,312 99,884 1,195,196
Cash distributions ( 2,183,000) ( 139,924) ( 2,322,924)
--------- ------- ---------
Balance, Dec. 31, 1997 $4,464,974 ($305,223) $4,159,751
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-10
<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, 1997, 1996, and 1995
1997 1996 1995
----------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,195,196 $1,443,589 ($ 761,096)
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 546,957 1,062,233 1,436,788
Impairment provision 530,988 - 450,601
(Gain) loss on sale of
oil and gas properties ( 203,247) 28,890 ( 10,869)
(Increase) decrease in
accounts receivable 145,056 ( 126,075) ( 11,586)
(Increase) decrease in
deferred charge ( 9,708) 66,200 ( 53,003)
Decrease in
accounts payable ( 47,491) ( 21,981) ( 11,178)
Increase (decrease) in
gas imbalance payable 7,616 2,007 ( 3,745)
Increase (decrease) in
accrued liability 2,321 ( 215,486) ( 67,612)
--------- --------- ---------
Net cash provided by
operating activities $2,167,688 $2,239,377 $ 968,300
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 20,782) ($ 89,173) ($ 217,765)
Proceeds from sale of
oil and gas properties 251,335 116,393 15,254
--------- --------- ---------
Net cash provided (used) by
investing activities $ 230,553 $ 27,220 ($ 202,511)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,322,924) ($1,865,579) ($1,221,000)
--------- --------- ---------
Net cash used by financing
activities ($2,322,924) ($1,865,579) ($1,221,000)
--------- --------- ---------
F-11
<PAGE>
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 75,317 $ 401,018 ($ 455,211)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 569,257 168,239 623,450
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 644,574 $ 569,257 $ 168,239
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-12
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-13
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 358,095 $ 387,334
Accounts receivable:
Oil and gas sales 273,399 340,182
Other 1,931 -
--------- ---------
Total current assets $ 633,425 $ 727,516
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 1,667,269 2,048,879
DEFERRED CHARGE 139,621 164,953
--------- ---------
$2,440,315 $2,941,348
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 33,293 $ 69,727
Gas imbalance payable 22,563 10,386
--------- ---------
Total current liabilities $ 55,856 $ 80,113
ACCRUED LIABILITY $ 49,647 $ 69,148
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 123,277) ($ 115,619)
Limited Partners, issued and
outstanding, 154,621 Units 2,458,089 2,907,706
--------- ---------
Total Partners' capital $2,334,812 $2,792,087
--------- ---------
$2,440,315 $2,941,348
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-14
<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, 1997, 1996, and 1995
1997 1996 1995
---------- ---------- ------------
REVENUES:
Oil and gas sales, including
$225,948 of sales to
related parties in 1995 $1,796,657 $1,925,940 $1,519,937
Interest income 11,360 8,460 6,475
Gain on sale of oil
and gas properties 156,919 42,354 13,807
Other income 1,931 - -
--------- --------- ---------
$1,966,867 $1,976,754 $1,540,219
COSTS AND EXPENSES:
Lease operating $ 397,402 $ 477,750 $ 594,932
Production tax 130,419 125,174 103,713
Depreciation, depletion,
and amortization of oil
and gas properties 268,219 397,849 664,376
Impairment provision 66,617 - 245,324
General and administrative 193,799 214,421 248,883
--------- --------- ---------
$1,056,456 $1,215,194 $1,857,228
--------- --------- ---------
NET INCOME (LOSS) $ 910,411 $ 761,560 ($ 317,009)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 57,028 $ 53,569 $ 20,538
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 853,383 $ 707,991 ($ 337,547)
========= ========= =========
NET INCOME (LOSS) per Unit $ 5.52 $ 4.58 ($ 2.18)
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 853,383 57,028 910,411
Cash distributions ( 1,303,000) ( 64,686) ( 1,367,686)
--------- ------- ---------
Balance, Dec. 31, 1997 $2,458,089 ($123,277) $2,334,812
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-16
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 910,411 $ 761,560 ($317,009)
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 268,219 397,849 664,376
Impairment provision 66,617 - 245,324
Gain on sale of oil
and gas properties ( 156,919) ( 42,354) ( 13,807)
(Increase) decrease in
accounts receivable -
oil and gas sales 66,783 ( 48,817) ( 3,127)
Increase in accounts
receivable - other ( 1,931) - -
(Increase) decrease in
deferred charge 25,332 94,988 ( 49,148)
Increase (decrease) in
accounts payable ( 36,434) 2,434 10,952
Increase (decrease) in
gas imbalance payable 12,177 ( 49,506) ( 45,047)
Increase (decrease) in
accrued liability ( 19,501) ( 69,510) 16,127
--------- --------- -------
Net cash provided by
operating activities $1,134,754 $1,046,644 $508,641
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 5,112) ($ 5,076) ($ 77,297)
Proceeds from sale of
oil and gas properties 208,805 172,986 21,108
--------- --------- -------
Net cash provided (used)
by investing activities $ 203,693 $ 167,910 ($ 56,189)
--------- --------- -------
F-17
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,367,686) ($ 909,573) ($751,000)
--------- --------- -------
Net cash used by financing
activities ($1,367,686) ($ 909,573) ($751,000)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 29,239) $ 304,981 ($298,548)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 387,334 82,353 380,901
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 358,095 $ 387,334 $ 82,353
========= ========= =======
The accompanying notes are an integral
part of these combined financial statements.
F-18
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-19
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,151,142 $ 906,737
Accounts receivable:
Oil and gas sales 646,750 793,183
Other 20,267 -
--------- ---------
Total current assets $1,818,159 $1,699,920
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 3,417,760 4,390,791
DEFERRED CHARGE 544,345 863,139
--------- ---------
$5,780,264 $6,953,850
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 86,058 $ 159,967
Gas imbalance payable 107,004 118,313
--------- ---------
Total current liabilities $ 193,062 $ 278,280
ACCRUED LIABILITY $ 239,083 $ 266,782
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 224,003) ($ 218,956)
Limited Partners, issued and
outstanding, 314,878 Units 5,572,122 6,627,744
--------- ---------
Total Partners' capital $5,348,119 $6,408,788
--------- ---------
$5,780,264 $6,953,850
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-20
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$682,346 in sales to
related parties in 1995 $4,314,154 $4,329,102 $3,901,516
Interest income 28,919 16,083 14,424
Gain on sale of oil
and gas properties 447,981 80,630 27,963
Other 20,267 - -
--------- --------- ---------
$4,811,321 $4,425,815 $3,943,903
COSTS AND EXPENSES:
Lease operating $1,331,185 $1,492,375 $1,854,632
Production tax 325,902 308,524 281,612
Depreciation, depletion,
and amortization of oil
and gas properties 689,112 800,433 1,548,167
Impairment provision 143,957 - 370,172
General and administrative 397,583 453,882 542,896
--------- --------- ---------
$2,887,739 $3,055,214 $4,597,479
--------- --------- ---------
NET INCOME (LOSS) $1,923,582 $1,370,601 ($ 653,576)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 127,204 $ 99,743 $ 44,055
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $1,796,378 $1,270,858 ($ 697,631)
========= ========= =========
NET INCOME (LOSS) per Unit $ 5.70 $ 4.04 ($ 2.22)
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,796,378 127,204 1,923,582
Cash distributions ( 2,852,000) ( 132,251) ( 2,984,251)
--------- ------- ---------
Balance, Dec. 31, 1997 $5,572,122 ($224,003) $5,348,119
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-22
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,923,582 $1,370,601 ($ 653,576)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 689,112 800,433 1,548,167
Impairment provision 143,957 - 370,172
Gain on sale of oil
and gas properties ( 447,981) ( 80,630) ( 27,963)
(Increase) decrease in
accounts receivable -
oil and gas sales 146,433 ( 162,813) 66,975
Increase in accounts
receivable - other ( 20,267) - -
Decrease in deferred
charge 318,794 86,088 99,720
Increase (decrease) in
accounts payable ( 73,909) 13,159 ( 48,428)
Increase (decrease) in
gas imbalance payable ( 11,309) 790 ( 90,500)
Increase (decrease) in
accrued liability ( 27,699) ( 18,638) 62,785
--------- --------- ---------
Net cash provided by
operating activities $2,640,713 $2,008,990 $1,327,352
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 41,889) ($ 22,210) ($ 58,694)
Proceeds from sale of
oil and gas properties 629,832 305,815 36,097
--------- --------- ---------
Net cash provided (used)
by investing activities $ 587,943 $ 283,605 ($ 22,597)
--------- --------- ---------
F-23
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,984,251) ($1,703,226) ($1,551,000)
--------- --------- ---------
Net cash used by financing
activities ($2,984,251) ($1,703,226) ($1,551,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 244,405 $ 589,369 ($ 246,245)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 906,737 317,368 563,613
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,151,142 $ 906,737 $ 317,368
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-25
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 670,777 $ 528,765
Accounts receivable:
Oil and gas sales 415,377 512,573
Other 110 -
--------- ---------
Total current assets $1,086,264 $1,041,338
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,841,080 4,579,160
DEFERRED CHARGE 330,531 355,647
--------- ---------
$4,257,875 $5,976,145
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 100,603 $ 133,181
Gas imbalance payable 171,089 161,181
--------- ---------
Total current liabilities $ 271,692 $ 294,362
ACCRUED LIABILITY $ 63,625 $ 59,234
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 172,017) ($ 147,595)
Limited Partners, issued and
outstanding, 228,821 Units 4,094,575 5,770,144
--------- ---------
Total Partners' capital $3,922,558 $5,622,549
--------- ---------
$4,257,875 $5,976,145
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-26
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
REVENUES:
Oil and gas sales, including
$593,218 sales to
related parties in 1995 $2,616,003 $2,693,317 $2,297,409
Interest income 21,722 10,863 5,942
Gain on sale of oil
and gas properties 272,654 117,078 15,120
--------- --------- ---------
$2,910,379 $2,821,258 $2,318,471
COSTS AND EXPENSES:
Lease operating $ 700,409 $ 710,012 $ 965,824
Production tax 208,912 203,065 182,683
Depreciation, depletion,
and amortization of oil
and gas properties 626,965 728,518 1,358,410
Impairment provision 992,851 - 465,045
General and administrative 314,835 417,205 616,305
--------- --------- ---------
$2,843,972 $2,058,800 $3,588,267
--------- --------- ---------
NET INCOME (LOSS) $ 66,407 $ 762,458 ($1,269,796)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 66,976 $ 66,720 $ 9,448
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) ($ 569) $ 695,738 ($1,279,244)
========= ========= =========
NET INCOME (LOSS) per Unit $ .00 $ 3.04 ($ 5.59)
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------- ---------- -------------
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
Net income ( 569) 66,976 66,407
Cash distributions ( 1,675,000) ( 91,398) ( 1,766,398)
--------- ------- ---------
Balance, Dec. 31, 1997 $4,094,575 ($172,017) $3,922,558
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-28
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 66,407 $ 762,458 ($1,269,796)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 626,965 728,518 1,358,410
Impairment provision 992,851 - 465,045
Gain on sale of oil
and gas properties ( 272,654) ( 117,078) ( 15,120)
(Increase) decrease in
accounts receivable -
oil and gas sales 97,196 ( 102,943) ( 54,265)
Increase in accounts
receivable - other ( 110) - -
Decrease in deferred
charge 25,116 19,098 64,136
Increase (decrease) in
accounts payable ( 32,578) 42,789 ( 6,685)
Increase in gas
imbalance payable 9,908 76,916 42,485
Increase (decrease) in
accrued liability 4,391 ( 75,049) ( 45,814)
--------- --------- ---------
Net cash provided by
operating activities $1,517,492 $1,334,709 $ 538,396
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 40,623) ($ 70,806) ($ 82,764)
Proceeds from sale of
oil and gas properties 431,541 174,185 43,062
--------- --------- ---------
Net cash provided (used) by
investing activities $ 390,918 $ 103,379 ($ 39,702)
--------- --------- ---------
F-29
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,766,398) ($1,110,365) ($ 558,000)
--------- --------- ---------
Net cash used by financing
activities ($1,766,398) ($1,110,365) ($ 558,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 142,012 $ 327,723 ($ 59,306)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 528,765 201,042 260,348
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 670,777 $ 528,765 $ 201,042
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-31
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 741,852 $ 441,903
Accounts receivable:
Oil and gas sales 334,094 429,839
General Partner - 15,285
Other 43 -
--------- ---------
Total current assets $1,075,989 $ 887,027
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,432,033 4,353,347
DEFERRED CHARGE 56,867 71,703
--------- ---------
$3,564,889 $5,312,077
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 64,348 $ 42,918
Gas imbalance payable 25,184 31,577
--------- ---------
Total current liabilities $ 89,532 $ 74,495
ACCRUED LIABILITY $ 27,907 $ 28,322
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 143,355) ($ 105,914)
Limited Partners, issued and
outstanding, 171,400 Units 3,590,805 5,315,174
--------- ---------
Total Partners' capital $3,447,450 $5,209,260
--------- ---------
$3,564,889 $5,312,077
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-32
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ---------- -----------
REVENUES:
Oil and gas sales, including
$367,527 of sales to
related parties in 1995 $2,191,389 $2,433,313 $2,028,592
Interest income 17,447 14,218 9,818
Gain on sale of oil
and gas properties 557,746 122,579 27,433
--------- --------- ---------
$2,766,582 $2,570,110 $2,065,843
COSTS AND EXPENSES:
Lease operating $ 396,093 $ 485,892 $ 522,525
Production tax 150,372 158,092 139,134
Depreciation, depletion,
and amortization of oil
and gas properties 409,001 531,040 1,036,058
Impairment provision 1,377,160 - 312,270
General and administrative 204,398 206,749 200,801
--------- --------- ---------
$2,537,024 $1,381,773 $2,210,788
--------- --------- ---------
NET INCOME (LOSS) $ 229,558 $1,188,337 ($ 144,945)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 81,927 $ 79,948 $ 46,686
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $ 147,631 $1,108,389 ($ 191,631)
========= ========= =========
NET INCOME (LOSS) per Unit $ .86 $ 6.47 ($ 1.12)
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-33
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------ --------- ------------
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
Net income 147,631 81,927 229,558
Cash distributions ( 1,872,000) ( 119,368) ( 1,991,368)
--------- ------- ---------
Balance, Dec. 31, 1997 $3,590,805 ($143,355) $3,447,450
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-34
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 229,558 $1,188,337 ($ 144,945)
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 409,001 531,040 1,036,058
Impairment provision 1,377,160 - 312,270
Gain on sale of oil
and gas properties ( 557,746) ( 122,579) ( 27,433)
(Increase) decrease in
accounts receivable -
oil and gas sales 95,745 ( 77,366) ( 30,509)
(Increase) decrease in
accounts receivable
- general partner 15,285 ( 15,285) -
Increase in accounts
receivable - other ( 43) - -
(Increase) decrease in
deferred charge 14,836 47,412 ( 20,864)
Increase (decrease) in
accounts payable 21,430 ( 36,430) 13,954
Increase (decrease) in
gas imbalance payable ( 6,393) 8,204 ( 20,210)
Increase (decrease) in
accrued liability ( 415) 4,992 ( 16,772)
--------- --------- ---------
Net cash provided by
operating activities $1,598,418 $1,528,325 $1,101,549
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 65,635) ($ 11,332) ($ 18,171)
Proceeds from sale of
oil and gas properties 758,534 185,579 71,041
--------- --------- ---------
Net cash provided by
investing activities $ 692,899 $ 174,247 $ 52,870
--------- --------- ---------
F-35
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,991,368) ($1,586,485) ($1,066,000)
--------- --------- ---------
Net cash used by financing
activities ($1,991,368) ($1,586,485) ($1,066,000)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 299,949 $ 116,087 $ 88,419
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 441,903 325,816 237,397
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 741,852 $ 441,903 $ 325,816
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-36
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-37
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ -------------
CURRENT ASSETS:
Cash and cash equivalents $1,564,325 $ 932,165
Accounts receivable:
Oil and gas sales 710,336 911,439
General Partner - 34,620
--------- ----------
Total current assets $2,274,661 $ 1,878,224
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 5,237,082 9,542,790
DEFERRED CHARGE 123,977 155,718
--------- ----------
$7,635,720 $11,576,732
========= ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 135,761 $ 93,647
Gas imbalance payable 57,250 71,995
--------- ----------
Total current liabilities $ 193,011 $ 165,642
ACCRUED LIABILITY $ 64,109 $ 56,912
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 312,392) ($ 244,312)
Limited Partners, issued and
outstanding, 372,189 Units 7,690,992 11,598,490
--------- ----------
Total Partners' capital $7,378,600 $11,354,178
--------- ----------
$7,635,720 $11,576,732
========= ==========
The accompanying notes are an integral part of these
combined financial statements.
F-38
<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, 1997, 1996, and 1995
1997 1996 1995
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$776,211 of sales to
related parties 1995 $4,670,245 $5,158,799 $4,348,087
Interest income 37,746 29,659 20,378
Gain on sale of oil
and gas properties 1,226,822 225,341 51,339
--------- --------- ----------
$5,934,813 $5,413,799 $4,419,804
COSTS AND EXPENSES:
Lease operating $ 859,059 $1,048,439 $1,152,908
Production tax 326,663 337,815 302,449
Depreciation, depletion,
and amortization of oil
and gas properties 916,396 1,163,236 2,306,915
Impairment provision 3,101,656 - 839,228
General and administrative 443,590 448,345 437,613
--------- --------- ---------
$5,647,364 $2,997,835 $5,039,113
--------- --------- ---------
NET INCOME (LOSS) $ 287,449 $2,415,964 ($ 619,309)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 172,947 $ 165,845 $ 94,880
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $ 114,502 $2,250,119 ($ 714,189)
========= ========= =========
NET INCOME (LOSS) per Unit $ .31 $ 6.05 ($ 1.92)
========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-39
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------ ---------- -------------
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
Net income 114,502 172,947 287,449
Cash distributions ( 4,022,000) ( 241,027) ( 4,263,027)
---------- ------- ----------
Balance, Dec. 31, 1997 $ 7,690,992 ($312,392) $ 7,378,600
========== ======= ==========
The accompanying notes are an integral part of these
combined financial statements.
F-40
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 287,449 $2,415,964 ($ 619,309)
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 916,396 1,163,236 2,306,915
Impairment provision 3,101,656 - 839,228
Gain on sale of oil
and gas properties ( 1,226,822) ( 225,341) ( 51,339)
(Increase) decrease in
accounts receivable -
general partner 34,620 ( 34,620) -
(Increase) decrease in
accounts receivable -
oil and gas sales 201,103 ( 162,982) ( 60,518)
(Increase) decrease in
deferred charge 31,741 101,656 ( 38,296)
Increase (decrease) in
accounts payable 42,114 ( 82,448) 36,125
Increase (decrease) in
gas imbalance payable ( 14,745) 21,494 ( 43,913)
Increase (decrease) in
accrued liability 7,197 6,110 ( 39,539)
--------- --------- ---------
Net cash provided by
operating activities $3,380,709 $3,203,069 $2,329,354
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 143,657) ($ 27,441) ($ 40,899)
Proceeds from sale of
oil and gas properties 1,658,135 398,153 152,349
--------- --------- ---------
Net cash provided by
investing activities $1,514,478 $ 370,712 $ 111,450
--------- --------- ---------
F-41
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,263,027) ($3,303,537) ($2,271,000)
--------- --------- ---------
Net cash used by financing
activities ($4,263,027) ($3,303,537) ($2,271,000)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 632,160 $ 270,244 $ 169,804
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 932,165 661,921 492,117
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,564,325 $ 932,165 $ 661,921
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-42
<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,
1997 and 1996 and the related combined statements of operations, changes in
partners' capital (deficit), and cash flows for the years ended December 31,
1997, 1996, and 1995. 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, 1997 and 1996 and the combined results of their
operations and cash flows for the years ended December 31, 1997, 1996, and 1995,
in conformity with generally accepted accounting principles.
//s// Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
January 30, 1998
F-43
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 1997 and 1996
ASSETS
------
1997 1996
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 364,502 $ 221,484
Accounts receivable:
Oil and gas sales 168,833 216,574
General Partner - 9,151
--------- ---------
Total current assets $ 533,335 $ 447,209
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method $1,225,295 2,304,814
DEFERRED CHARGE 29,519 38,222
--------- ---------
$1,788,149 $2,790,245
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 31,925 $ 23,354
Gas imbalance payable 13,149 16,547
--------- ---------
Total current liabilities $ 45,074 $ 39,901
ACCRUED LIABILITY $ 14,648 $ 14,139
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 78,796) ($ 58,835)
Limited Partners, issued and
outstanding, 91,711 Units 1,807,223 2,795,040
--------- ---------
Total Partners' capital $1,728,427 $2,736,205
--------- ---------
$1,788,149 $2,790,245
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-44
<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, 1997, 1996, and 1995
1997 1996 1995
---------- ------------ ------------
REVENUES:
Oil and gas sales, including
$182,878 of sales to related
parties in 1995 $1,119,734 $1,230,222 $1,042,735
Interest income 8,764 6,728 4,721
Gain on sale of
oil and gas properties 286,788 51,909 11,436
--------- --------- ---------
$1,415,286 $1,288,859 $1,058,892
COSTS AND EXPENSES:
Lease operating $ 209,123 $ 257,850 $ 284,635
Production tax 80,919 81,540 74,349
Depreciation, depletion,
and amortization of oil
and gas properties 202,115 280,796 550,384
Impairment provision 785,220 - 259,808
General and administrative 109,301 110,738 107,236
--------- --------- ---------
$1,386,678 $ 730,924 $1,276,412
--------- --------- ---------
NET INCOME (LOSS) $ 28,608 $ 557,935 ($ 217,520)
========= ========= =========
GENERAL PARTNER - NET INCOME $ 40,425 $ 38,792 $ 21,532
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) ($ 11,817) $ 519,143 ($ 239,052)
========= ========= =========
NET INCOME (LOSS) per Unit ($ .13) $ 5.66 ($ 2.61)
========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
<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, 1997, 1996, and 1995
Limited General
Partners Partner Total
------------ --------- ------------
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
Net income (loss) ( 11,817) 40,425 28,608
Cash distributions ( 976,000) ( 60,386) ( 1,036,386)
--------- ------ ---------
Balance, Dec. 31, 1997 $1,807,223 ($78,796) $1,728,427
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
<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, 1997, 1996, and 1995
1997 1996 1995
------------ ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) $ 28,608 $557,935 ($217,520)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 202,115 280,796 550,384
Impairment provision 785,220 - 259,808
Gain on sale of oil
and gas properties ( 286,788) ( 51,909) ( 11,436)
(Increase) decrease in
accounts receivable -
oil and gas sales 47,741 ( 37,069) ( 12,671)
(Increase) decrease in
accounts receivable -
general partner 9,151 ( 9,151) -
(Increase) decrease in
deferred charge 8,703 23,840 ( 12,223)
Increase (decrease) in
accounts payable 8,571 ( 22,050) 11,408
Increase (decrease) in gas
imbalance payable ( 3,398) 5,336 ( 7,479)
Increase (decrease) in
accrued liability 509 1,360 ( 9,902)
--------- ------- -------
Net cash provided by
operating activities $ 800,432 $749,088 $550,369
--------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 35,978) ($ 6,306) ($ 10,563)
Proceeds from sale of
oil and gas properties 414,950 96,882 36,904
--------- ------- -------
Net cash provided by
investing activities $ 378,972 $ 90,576 $ 26,341
--------- ------- -------
F-47
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($1,036,386) ($776,992) ($542,000)
--------- ------- -------
Net cash used by financing
activities ($1,036,386) ($776,992) ($542,000)
--------- ------- -------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 143,018 $ 62,672 $ 34,710
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD $ 221,484 158,812 124,102
--------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 364,502 $221,484 $158,812
========= ======= =======
The accompanying notes are an integral
part of these combined financial statements.
F-48
<PAGE>
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 1997, 1996, and 1995
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of each Partnership. Each Partnership is a general partner in the related
Geodyne Production Partnership (the "Production Partnership") in which Geodyne
Resources, Inc. serves as the managing partner. Limited Partner capital
contributions were contributed to the related Production Partnerships for
investment in producing oil and gas properties. The Partnerships were activated
on the following dates with the following Limited Partner capital contributions.
Limited
Date of Partner Capital
Partnership Activation Contributions
----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300
II-B October 14,1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
The Partnerships will terminate on December 31, 2001 in accordance with
the partnership agreements for the Partnerships. However, such partnership
agreements provide that the General Partner may extend the term of each
Partnership for up to five periods of two years each. As of the date of these
financial statements, the General Partner has not determined whether to extend
the term of any Partnership.
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the "Partnerships" and
the general partner and managing partner are collectively referred to as the
"General Partner".
An affiliate of the General Partner owned the following Units at December
31, 1997:
F-49
<PAGE>
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 61,201 12.6%
II-B 52,156 14.4%
II-C 28,773 18.6%
II-D 37,396 11.9%
II-E 31,344 13.7%
II-F 22,820 13.3%
II-G 37,751 10.1%
II-H 12,428 13.6%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally
short-term in nature and are dependent upon the obtaining of transportation
services provided by pipelines.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1)
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(3) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(3) 5% 95% 15% 85%
F-50
<PAGE>
Income(2)
- -----------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(3) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 95.9596% to the
limited partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the Limited
Partners are allocated 95% of such costs and the General Partner is
allocated 5% of such costs.
(3) If at payout, the Limited Partners have received distributions at an
annual rate less than 12% of their subscriptions, the percentage of income
and costs allocated to the general partner and managing partner will
increase to only 10% and the 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>
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.
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, 1997, 1996, and 1995 were as
follows:
F-52
<PAGE>
Partnership 1997 1996 1995
----------- ----- ----- -----
II-A $2.19 $3.05 $4.44
II-B 2.26 3.82 5.09
II-C 2.24 2.86 4.45
II-D 2.29 2.36 3.81
II-E 3.62 3.69 6.18
II-F 2.87 3.05 5.29
II-G 3.01 3.14 5.48
II-H 2.78 3.14 5.40
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.
The Partnerships follow the provisions 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. 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. During 1997, 1996, and 1995, the
Partnerships recorded the following non-cash charges against earnings
(impairment provisions) pursuant to SFAS No. 121:
Partnership 1997 1996 1995
----------- -------- -------- --------
II-A $223,943 $ - $994,919
II-B 134,003 - 450,601
II-C 36,163 - 245,324
II-D 143,957 - 370,172
II-E 317,979 - 465,045
II-F 208,255 - 312,270
II-G 489,672 - 839,228
II-H 125,223 - 259,808
F-53
<PAGE>
In addition, during 1997 the General Partner determined that the
Partnerships' unproved properties would be uneconomic to develop and, therefore,
of little or no value. This determination was based on an evaluation by the
General Partner that it is unlikely that these unproved properties would be
developed due to the low oil and gas prices received over the last several years
and provisions in the Partnership Agreements which limit the level of
permissible drilling activity. As a result of this determination, the
Partnerships recorded the following non-cash charges against earnings at March
31, 1997 in order to reflect the writing-off of the Partnerships' unproved
properties:
Partnership Amount
----------- ----------
II-A $ 460,333
II-B 396,985
II-C 30,454
II-D -
II-E 674,872
II-F 1,168,905
II-G 2,611,984
II-H 659,997
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The rate used in calculating the deferred charge is the average of
the annual production costs per Mcf. At December 31, 1997 and 1996, 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:
1997 1996
------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- -------- -------- --------- ---------
II-A 980,457 $911,041 1,102,450 $948,217
II-B 174,919 169,811 183,942 160,103
II-C 207,801 139,621 249,967 164,953
II-D 783,455 544,345 987,573 863,139
II-E 393,724 330,531 393,284 355,647
II-F 97,126 56,867 125,994 71,703
II-G 210,451 123,977 269,269 155,718
II-H 49,537 29,519 65,248 38,222
F-54
<PAGE>
Accrued Liability
The Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rate used in calculating the accrued liability is the
average of the annual production costs per Mcf. At December 31, 1997 and 1996,
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:
1997 1996
-------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 169,016 $157,050 184,494 $158,683
II-B 91,182 88,519 99,033 86,198
II-C 73,891 49,647 104,786 69,148
II-D 344,104 239,083 305,243 266,782
II-E 75,789 63,625 65,503 59,234
II-F 47,663 27,907 49,767 28,322
II-G 108,825 64,109 98,412 56,912
II-H 24,581 14,648 24,136 14,139
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices received for the volumes at the
time the overproduction occurred. This also reflects the price for which the
Partnerships are currently settling this liability. At December 31, 1997 and
1996 total sales exceeded the Partnerships' share of estimated total gas
reserves as follows:
F-55
<PAGE>
1997 1996
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- ---------
II-A 94,694 $142,043 67,662 $101,493
II-B 16,447 24,671 11,370 17,055
II-C 15,042 22,563 6,924 10,386
II-D 71,336 107,004 78,875 118,313
II-E 114,059 171,089 107,454 161,181
II-F 16,789 25,184 21,051 31,577
II-G 38,167 57,250 47,997 71,995
II-H 8,766 13,149 11,031 16,547
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of current estimates of total
gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, and the accrued liability all
involve estimates which could materially differ from the actual amounts
ultimately realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ from the
actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
F-56
<PAGE>
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated due to expense limitations
imposed by the Partnership Agreements. The following is a summary of payments
made to the General Partner or its affiliates by the Partnerships for general
and administrative overhead costs for the years ended December 31, 1997, 1996,
and 1995:
Partnership 1997 1996 1995
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
During 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 1995:
F-57
<PAGE>
Partnership 1995
----------- --------
II-A $825,515
II-B 374,717
II-C 225,948
II-D 682,346
II-E 593,218
II-F 367,527
II-G 776,211
II-H 182,878
There were no sales made by the Partnerships to affiliates or related parties
during 1997 or 1996.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of the Partnerships' combined oil and gas sales for the
years ended December 31, 1997, 1996, and 1995:
Partnership Purchaser Percentage
- ----------- ------------------------ ---------------------
1997 1996 1995
----- ----- -----
II-A El Paso 29.7% 23.5% 17.7%
Amoco Production Company
("Amoco") 14.8% 14.7% 14.3%
Hallwood Petroleum, Inc.
("Hallwood') 12.1% 13.9% 15.5%
J-O'B Operating ("J-O'B") - 10.6% -
II-B El Paso 31.8% 22.5% 11.7%
Hallwood 16.3% 18.1% 21.0%
Amoco - 11.0% -
J-O'B - 11.0% -
II-C El Paso 29.3% 24.5% 14.9%
Amoco - 10.5% -
II-D El Paso 22.8% 19.1% 17.5%
II-E El Paso 41.3% 30.8% 25.8%
II-F El Paso 24.5% 22.4% 18.1%
Texaco Exploration and
Production, Inc.
("Texaco") 11.1% 12.5% 14.1%
F-58
<PAGE>
II-G El Paso 24.3% 22.4% 17.9%
Texaco 11.1% 12.6% 13.9%
II-H El Paso 23.9% 22.1% 17.5%
Texaco 11.1% 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.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 1997 and 1996 were as
follows:
F-59
<PAGE>
II-A Partnership
---------------
1997 1996
------------- -------------
Proved properties $31,785,611 $31,896,851
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 461,419
---------- ----------
$31,785,611 $32,358,270
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 26,890,758) ( 26,187,477)
---------- ----------
Net oil and gas
properties $ 4,894,853 $ 6,170,793
========== ==========
F-60
<PAGE>
II-B Partnership
---------------
1997 1996
------------- -------------
Proved properties $21,746,216 $21,846,398
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 396,985
---------- ----------
$21,746,216 $22,243,383
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 18,711,058) ( 18,102,974)
---------- ----------
Net oil and gas
properties $ 3,035,158 $ 4,140,409
========== ==========
II-C Partnership
----------------
1997 1996
------------- -------------
Proved properties $9,809,210 $10,268,834
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 30,441
--------- ----------
$9,809,210 $10,299,275
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,141,941) ( 8,250,396)
--------- ----------
Net oil and gas
properties $1,667,269 $ 2,048,879
========= ==========
F-61
<PAGE>
II-D Partnership
----------------
1997 1996
------------- -------------
Proved properties $18,171,159 $20,297,277
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 16
---------- ----------
$18,171,159 $20,297,293
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 14,753,399) ( 15,906,502)
---------- ----------
Net oil and gas
properties $ 3,417,760 $ 4,390,791
========== ==========
II-E Partnership
----------------
1997 1996
------------- -------------
Proved properties $15,543,068 $16,396,307
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 680,978
---------- ----------
$15,543,068 $17,077,285
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 12,701,988) ( 12,498,125)
---------- ----------
Net oil and gas
properties $ 2,841,080 $ 4,579,160
========== ==========
F-62
<PAGE>
II-F Partnership
----------------
1997 1996
------------- -------------
Proved properties $11,773,778 $11,884,071
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 1,168,905
---------- ----------
$11,773,778 $13,052,976
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 9,341,745) ( 8,699,629)
---------- ----------
Net oil and gas
properties $ 2,432,033 $ 4,353,347
========== ==========
II-G Partnership
----------------
1997 1996
------------- -------------
Proved properties $25,132,939 $25,536,919
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 2,612,125
---------- ----------
$25,132,939 $28,149,044
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 19,895,857) ( 18,606,254)
---------- ----------
Net oil and gas
properties $ 5,237,082 $ 9,542,790
========== ==========
F-63
<PAGE>
II-H Partnership
----------------
1997 1996
------------- -------------
Proved properties $6,025,649 $6,239,240
Unproved properties,
not subject to
depreciation,
depletion, and
amortization - 660,832
--------- ---------
$6,025,649 $6,900,072
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 4,800,354) ( 4,595,258)
--------- ---------
Net oil and gas
properties $1,225,295 $2,304,814
========= =========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 1997, 1996, or 1995. Costs incurred
by the Partnerships in connection with oil and gas property development
activities during 1997, 1996, and 1995 were as follows:
Partnership 1997 1996 1995
----------- -------- -------- --------
II-A $237,163 $98,540 $168,118
II-B 20,782 89,173 217,765
II-C 5,112 5,076 77,297
II-D 41,889 22,210 58,694
II-E 40,623 70,806 82,764
II-F 65,635 11,332 18,171
II-G 143,657 27,441 40,899
II-H 35,978 6,306 10,563
F-64
<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, 1997, 1996, and
1995 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. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-65
<PAGE>
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production (105,866) (1,505,818)
Sales of minerals in
place ( 34,321) ( 45,413)
Extensions and discoveries 34,300 52,013
Revision of previous
estimates ( 50,160) 600,326
------- ---------
Proved reserves, Dec. 31, 1997 539,343 8,356,437
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 700,254 9,603,075
======= =========
December 31, 1996 694,531 9,208,297
======= =========
December 31, 1997 539,105 8,330,114
======= =========
F-66
<PAGE>
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 67,591) (1,047,458)
Sales of minerals in
place ( 21,955) ( 29,512)
Extensions and discoveries 418 50,003
Revision of previous
estimates ( 26,401) 666,361
------- ---------
Proved reserves, Dec. 31, 1997 387,865 5,229,097
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 495,525 5,729,103
======= =========
December 31, 1996 503,394 5,589,703
======= =========
December 31, 1997 387,865 5,229,097
======= =========
F-67
<PAGE>
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 22,753) ( 582,748)
Sales of minerals in
place ( 10,618) ( 149,343)
Extensions and discoveries 179 21,431
Revision of previous
estimates ( 8,570) 341,899
------- ---------
Proved reserves, Dec. 31, 1997 162,147 3,889,883
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 205,669 3,983,315
======= =========
December 31, 1996 203,909 4,258,644
======= =========
December 31, 1997 162,147 3,889,883
======= =========
F-68
<PAGE>
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 50,413) ( 1,501,911)
Sales of minerals in
place ( 42,059) ( 517,136)
Revision of previous
estimates ( 19,568) 262,802
------- ----------
Proved reserves, Dec. 31, 1997 383,039 9,255,929
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1995 553,578 10,910,460
======= ==========
December 31, 1996 495,079 11,012,174
======= ==========
December 31, 1997 383,039 9,225,929
======= ==========
F-69
<PAGE>
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 42,668) ( 783,379)
Sales of minerals in
place ( 14,134) ( 349,468)
Extensions and discoveries 2,502 30,709
Revision of previous
estimates ( 11,878) 479,666
------- ---------
Proved reserves, Dec. 31, 1997 237,194 5,074,002
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 297,934 6,401,259
======= =========
December 31, 1996 303,372 5,696,474
======= =========
December 31, 1997 237,194 5,074,002
======= =========
F-70
<PAGE>
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 45,014) ( 586,444)
Sales of minerals in
place ( 31,639) ( 403,487)
Extensions and discoveries 3,045 75,566
Revision of previous
estimates 24,289 186,939
------- ---------
Proved reserves, Dec. 31, 1997 315,819 3,944,059
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 355,007 4,738,716
======= =========
December 31, 1996 360,605 4,614,831
======= =========
December 31, 1997 311,286 3,887,405
======= =========
F-71
<PAGE>
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
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
Production ( 94,553) ( 1,256,464)
Sales of minerals in
place ( 66,947) ( 957,722)
Extensions and discoveries 6,399 158,060
Revision of previous
estimates 50,299 382,356
------- ----------
Proved reserves, Dec. 31, 1997 664,340 8,448,788
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1995 746,479 10,303,283
======= ==========
December 31, 1996 759,316 9,999,722
======= ==========
December 31, 1997 654,514 8,325,952
======= ==========
F-72
<PAGE>
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 21,998) ( 304,593)
Sales of minerals in
place ( 15,766) ( 267,732)
Extensions and discoveries 1,500 36,590
Revision of previous
estimates 11,702 87,477
------- ---------
Proved reserves, Dec. 31, 1997 155,440 2,044,982
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1995 173,521 2,553,664
======= =========
December 31, 1996 177,577 2,462,919
======= =========
December 31, 1997 153,015 2,014,661
======= =========
F-73
<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, 1997 relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:
Partnership
------------------------------
II-A II-B
------------- -------------
Future cash inflows $28,382,274 $18,427,376
Future production and
development costs ( 10,082,705) ( 6,451,368)
---------- ----------
Future net cash
flows $18,299,569 $11,976,008
10% discount to
reflect timing of
cash flows ( 5,892,214) ( 3,904,877)
---------- ----------
Standardized measure
of discounted
future net cash
flows $12,407,355 $ 8,071,131
========== ==========
F-74
<PAGE>
Partnership
------------------------------
II-C II-D
------------- -------------
Future cash inflows $11,656,673 $26,730,851
Future production and
development costs ( 3,698,079) ( 9,519,380)
---------- ----------
Future net cash
flows $ 7,958,594 $17,211,471
10% discount to
reflect timing of
cash flows ( 2,691,079) ( 6,126,402)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 5,267,515 $11,085,069
========== ==========
Partnership
------------------------------
II-E II-F
------------- -------------
Future cash inflows $15,492,214 $14,642,714
Future production and
development costs ( 4,345,574) ( 3,463,900)
---------- ----------
Future net cash
flows $11,146,640 $11,178,814
10% discount to
reflect timing of
cash flows ( 4,323,286) ( 4,490,325)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 6,823,354 $ 6,688,489
========== ==========
F-75
<PAGE>
Partnership
------------------------------
II-G II-H
------------- -------------
Future cash inflows $31,180,595 $7,465,357
Future production and
development costs ( 7,445,141) ( 1,809,112)
---------- ---------
Future net cash
flows $23,735,454 $5,656,245
10% discount to
reflect timing of
cash flows ( 9,538,150) ( 2,276,145)
---------- ---------
Standardized measure
of discounted
future net cash
flows $14,197,304 $3,380,100
========== =========
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, 1997 using oil and
gas prices of approximately $16.25 per barrel and $2.32 per Mcf, respectively.
F-76
<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>
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.
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.
F-78
<PAGE>
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.
*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.
F-79
<PAGE>
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
*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, 1997 and for the year ended
December 31, 1997.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
F-80
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-A.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-B.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-C.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-D.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-E.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-F.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-G.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
July 27, 1998
RYDER SCOTT COMPANY Fax (713) 651-0849
PETROLEUM ENGINEERS
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
AMENDMENT NO. 1 TO ANNUAL REPORT
We consent to the reference to our name included in this Annual Report on
Form 10-K405/A for the year ended December 31, 1997 for Geodyne Energy Income
Limited Partnership II-H.
//s// Ryder Scott Company
Petroleum Engineers
RYDER SCOTT COMPANY
PETROLEUM ENGINEERS
Houston, Texas
JULY 27, 1998
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