FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
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
----- -----
-1-
<PAGE>
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any amendment to
this Form 10-K405.
X Disclosure is not contained herein
-----
Disclosure is contained herein
-----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
-2-
<PAGE>
FORM 10-K405
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES................................................10
ITEM 3. LEGAL PROCEEDINGS.........................................25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......25
PART II.....................................................................25
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......25
ITEM 6. SELECTED FINANCIAL DATA...................................28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................37
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK........................................ 65
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............66
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................66
PART III....................................................................66
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...66
ITEM 11. EXECUTIVE COMPENSATION....................................67
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT ...............................................76
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77
PART IV.....................................................................78
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS
ON FORM 8-K ............................................. 78
SIGNATURES............................................................84
-3-
<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.
-4-
<PAGE>
The General Partner currently serves as general partner of 26 limited
partnerships including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment Company. Samson Investment Company and its
various corporate subsidiaries, including the General Partner (collectively
"Samson"), are primarily engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation of
producing properties. At December 31, 1999, Samson owned interests in
approximately 14,000 oil and gas wells located in 17 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 1999, Samson
operated approximately 3,400 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 Samson.
As of February 15, 2000, Samson employed approximately 920 persons. No employees
are covered by collective bargaining agreements, and management believes that
Samson provides a sound employee relations environment. For information
regarding the executive officers of the General Partner, see "Item 10. Directors
and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791, or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships will terminate on December 31,
2001. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report, the General Partner has not determined
whether to extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, the Partnerships' operations and expenses are currently funded out
of each Partnership's revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
-5-
<PAGE>
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 not
possible. Concerning past trends, average yearly wellhead gas prices in the
United States have been volatile for many years. Over the past ten years such
average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the upper end of this range.
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas increased from approximately
$2.03 per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December
31, 1999. 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.
-6-
<PAGE>
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $24.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Partnerships' oil increased from approximately $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. 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, 1999:
-7-
<PAGE>
Partnership Purchaser Percentage
- ----------- ---------------------------------- ----------
II-A El Paso Energy Marketing Company
("El Paso") 29.3%
Amoco Production Company 16.3%
II-B El Paso 37.6%
Hallwood Petroleum, Inc. 13.6%
II-C El Paso 35.4%
II-D El Paso 27.6%
Vintage Petroleum Inc. 10.7%
II-E El Paso 46.3%
II-F El Paso 23.7%
Chevron U.S.A. Inc. ("Chevron") 10.4%
Texaco Exploration and Production,
Inc. ("Texaco") 10.0%
II-G El Paso 23.5%
Chevron 10.3%
Texaco 10.1%
II-H El Paso 23.3%
Texaco 10.2%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by the Partnerships' pipeline
transporters, the Partnerships may encounter difficulty in marketing their gas
and in maintaining historic sales levels. Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes that
alternatives would be available whereby the Partnerships would be able to
continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
-8-
<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.
-9-
<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 condition and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 1999.
Well Statistics(1)
As of December 31, 1999
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 1,027 752 274 1 43.44 29.57 13.86 .01
II-B 194 113 80 1 23.04 15.21 7.82 .01
II-C 264 103 161 - 8.10 2.58 5.52 -
II-D 201 79 122 - 22.86 4.13 18.73 -
II-E 976 749 227 - 11.45 4.55 6.90 -
II-F 996 781 215 - 12.23 6.47 5.76 -
II-G 996 779 217 - 26.33 13.70 12.63 -
II-H 996 781 215 - 6.40 3.33 3.07 -
- ---------------
(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.
-10-
<PAGE>
Drilling Activities
During the year ended December 31, 1999, the Partnerships participated in
the drilling activities described below.
Revenue
P/ship Well Name County St. Interest Type Status
- ------ --------- ------ ---- -------- ---- ------
II-A Flynn No.1-18 Grady OK .00012 Gas Unknown
II-E JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress
Coltharp No.3-51 Wheeler TX .00026 Gas Producing
Blankenship No.2 Texas OK .00821 Gas Producing
Wolfe No.5 Winkler TX .00205 Gas Producing
II-F Joe No.1-25 Caddo OK .00382 Gas Unknown
JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress
Coltharp No.3-51 Wheeler TX .00064 Gas Producing
Blankenship No.2 Texas OK .02008 Gas Producing
Wolfe No.5 Winkler TX .00503 Gas Producing
II-G Joe No.1-25 Caddo OK .00828 Gas Unknown
JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress
Coltharp No.3-51 Wheeler TX .00135 Gas Producing
Blankenship No.2 Texas OK .04200 Gas Producing
Wolfe No.5 Winkler TX .01052 Gas Producing
II-H Joe No.1-25 Caddo OK .00204 Gas Unknown
JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress
Coltharp No.3-51 Wheeler TX .00031 Gas Producing
Blankenship No.2 Texas OK .00971 Gas Producing
Wolfe No.5 Winkler TX .00243 Gas Producing
The II-E, II-F, II-G, and II-H Partnerships directly participated in the Wolfe
No. 5 well described above through ownership of .00246, .00602, .01259, and
.00291 working interests, respectively. The listed Partnerships indirectly
participated in the other wells through ownership of overriding royalty or other
non-working interests.
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
-11-
<PAGE>
and gas are affected by market and other factors in addition to relative energy
content.
Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 84,033 86,428 105,866
Gas (Mcf) 1,149,550 1,433,552 1,505,818
Oil and gas sales:
Oil $1,365,308 $1,070,099 $1,995,185
Gas 2,397,623 2,841,724 3,436,560
--------- --------- ---------
Total $3,762,931 $3,911,823 $5,431,745
========= ========= =========
Total direct operating
expenses $1,297,760 $1,772,997 $1,888,421
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.5% 45.3% 34.8%
Average sales price:
Per barrel of oil $16.25 $12.38 $18.85
Per Mcf of gas 2.09 1.98 2.28
Direct operating expenses per
equivalent Bbl of oil $ 4.71 $ 5.45 $ 5.29
-12-
<PAGE>
Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 56,749 53,095 67,591
Gas (Mcf) 870,203 904,066 1,047,458
Oil and gas sales:
Oil $ 918,317 $ 713,020 $1,292,911
Gas 1,775,400 1,779,023 2,523,358
--------- --------- ---------
Total $2,693,717 $2,492,043 $3,816,269
========= ========= =========
Total direct operating
expenses $ 960,136 $1,092,499 $1,314,450
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 35.6% 43.8% 34.4%
Average sales price:
Per barrel of oil $16.18 $13.43 $19.13
Per Mcf of gas 2.04 1.97 2.41
Direct operating expenses per
equivalent Bbl of oil $ 4.76 $ 5.36 $ 5.43
-13-
<PAGE>
Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 17,691 16,806 22,753
Gas (Mcf) 500,545 478,643 582,748
Oil and gas sales:
Oil $ 295,047 $ 224,072 $ 433,286
Gas 1,001,421 912,402 1,363,371
--------- --------- ---------
Total $1,296,468 $1,136,474 $1,796,657
========= ========= =========
Total direct operating
expenses $ 440,322 $ 427,109 $ 527,821
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.0% 37.6% 29.4%
Average sales price:
Per barrel of oil $16.68 $13.33 $19.04
Per Mcf of gas 2.00 1.91 2.34
Direct operating expenses per
equivalent Bbl of oil $ 4.35 $ 4.42 $ 4.40
-14-
<PAGE>
Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 33,890 37,733 50,413
Gas (Mcf) 1,010,194 1,034,372 1,501,911
Oil and gas sales:
Oil $ 556,917 $ 477,184 $ 941,767
Gas 2,041,699 1,933,867 3,372,387
--------- --------- ---------
Total $2,598,616 $2,411,051 $4,314,154
========= ========= =========
Total direct operating
expenses $1,106,783 $ 945,971 $1,657,087
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 42.6% 39.2% 38.4%
Average sales price:
Per barrel of oil $16.43 $12.65 $18.68
Per Mcf of gas 2.02 1.87 2.25
Direct operating expenses per
equivalent Bbl of oil $ 5.47 $ 4.50 $ 5.51
-15-
<PAGE>
Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 32,352 37,508 42,668
Gas (Mcf) 624,562 647,841 783,379
Oil and gas sales:
Oil $ 565,758 $ 499,076 $ 814,761
Gas 1,244,967 1,205,387 1,801,242
--------- --------- ---------
Total $1,810,725 $1,704,463 $2,616,003
========= ========= =========
Total direct operating
expenses $ 557,889 $ 672,490 $ 909,321
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 30.8% 39.5% 34.8%
Average sales price:
Per barrel of oil $17.49 $13.31 $19.10
Per Mcf of gas 1.99 1.86 2.30
Direct operating expenses per
equivalent Bbl of oil $ 4.09 $ 4.62 $ 5.25
-16-
<PAGE>
Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 34,859 36,915 45,014
Gas (Mcf) 569,382 516,917 586,444
Oil and gas sales:
Oil $ 579,956 $ 491,647 $ 839,925
Gas 1,085,380 953,155 1,351,464
--------- --------- ---------
Total $1,665,336 $1,444,802 $2,191,389
========= ========= =========
Total direct operating
expenses $ 451,347 $ 398,414 $ 546,465
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.1% 27.6% 24.9%
Average sales price:
Per barrel of oil $16.64 $13.32 $18.66
Per Mcf of gas 1.91 1.84 2.30
Direct operating expenses per
equivalent Bbl of oil $ 3.48 $ 3.24 $ 3.83
-17-
<PAGE>
Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 73,361 77,421 94,553
Gas (Mcf) 1,210,210 1,105,661 1,256,464
Oil and gas sales:
Oil $1,216,334 $1,030,974 $1,764,599
Gas 2,311,265 2,041,481 2,905,646
--------- --------- ---------
Total $3,527,599 $3,072,455 $4,670,245
========= ========= =========
Total direct operating
expenses $ 965,229 $ 852,699 $1,185,722
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.4% 27.8% 25.4%
Average sales price:
Per barrel of oil $16.58 $13.32 $18.66
Per Mcf of gas 1.91 1.85 2.31
Direct operating expenses per
equivalent Bbl of oil $ 3.51 $ 3.26 $ 3.90
-18-
<PAGE>
Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 17,055 17,978 21,998
Gas (Mcf) 287,724 266,337 304,593
Oil and gas sales:
Oil $ 283,407 $ 239,450 $ 410,718
Gas 553,520 494,163 709,016
--------- --------- ---------
Total $ 836,927 $ 733,613 $1,119,734
========= ========= =========
Total direct operating
expenses $ 232,658 $ 205,463 $ 290,042
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.8% 28.0% 25.9%
Average sales price:
Per barrel of oil $16.62 $13.32 $18.67
Per Mcf of gas 1.92 1.86 2.33
Direct operating expenses per
equivalent Bbl of oil $ 3.58 $ 3.29 $ 3.99
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, 1999. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production
-19-
<PAGE>
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, 1999. Such prices were not escalated except in
certain circumstances where escalations were fixed and readily determinable in
accordance with applicable contract provisions. The relatively high oil prices
at December 31, 1999 have caused the estimates of remaining economically
recoverable oil reserves, as well as the value placed on said reserves, to be
significantly higher than in the past several years. Any decrease in these high
oil prices would result in a corresponding reduction in the estimate of
remaining oil reserves. The prices used in calculating the net present value
attributable to the Partnerships' proved reserves do not necessarily reflect
market prices for oil and gas production subsequent to December 31, 1999. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 1999 will actually be realized
for such production, and the General Partner believes that it is unlikely that
oil prices will remain at their current high level.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1999(1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 7,047,401
Oil and liquids (Bbls) 730,031
Net present value (discounted at 10% per annum) $12,570,212
-20-
<PAGE>
II-B Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,273,295
Oil and liquids (Bbls) 451,787
Net present value (discounted at 10% per annum) $ 9,380,339
II-C Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,606,449
Oil and liquids (Bbls) 187,281
Net present value (discounted at 10% per annum) $ 5,068,834
II-D Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 8,486,921
Oil and liquids (Bbls) 537,111
Net present value (discounted at 10% per annum) $11,127,128
II-E Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 4,088,078
Oil and liquids (Bbls) 257,061
Net present value (discounted at 10% per annum) $ 6,281,741
II-F Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,215,124
Oil and liquids (Bbls) 288,716
Net present value (discounted at 10% per annum) $ 5,810,439
II-G Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 6,898,144
Oil and liquids (Bbls) 607,214
Net present value (discounted at 10% per annum) $12,324,573
-21-
<PAGE>
II-H Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 1,673,358
Oil and liquids (Bbls) 142,155
Net present value (discounted at 10% per annum) $ 2,931,254
- ----------
(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 reserve information as of
December 31, 1999 for the basins in which the Partnerships own a significant
amount of properties. The tables contain the following information for each
significant basin: (i) the number of gross wells and net wells, (ii) the number
of wells in which only a non-working interest is owned, (iii) the Partnership's
total number of wells, (iv) the number and percentage of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii) the present value (discounted at 10% per annum)
of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento
Basin is located in central California.
-22-
<PAGE>
<TABLE>
Significant Properties as of December 31, 1999
----------------------------------------------
<CAPTION>
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 113 7.44 37 150 33 22% 60,739 3,895,953 $4,481,280
Gulf Coast 258 11.61 - 258 - -% 158,889 779,865 2,165,848
Permian 484 4.21 9 493 9 2% 178,784 910,677 1,691,951
Southern Okla.
Folded Belt 14 2.15 13 27 12 44% 55,848 720,673 1,505,911
II-B Partnership:
Anadarko 36 3.60 3 39 12 31% 26,596 2,535,144 $2,682,777
Southern Okla.
Folded Belt 13 3.53 - 13 12 92% 90,831 1,067,914 2,316,006
Uinta 10 1.01 3 13 - -% 178,035 292,322 1,876,068
Permian 12 1.52 - 12 9 75% 14,363 799,175 876,124
Gulf Coast 22 .69 1 23 - -% 26,392 486,624 866,743
II-C Partnership:
Anadarko 78 3.62 9 87 19 22% 20,712 1,888,778 $1,878,509
Southern Okla.
Folded Belt 16 1.62 - 16 15 94% 39,309 665,954 1,171,408
Uinta 10 .43 3 13 - -% 76,295 131,999 812,027
Permian 16 .76 1 17 9 53% 8,004 390,252 431,358
II-D Partnership:
Anadarko 50 6.53 6 56 9 16% 25,969 2,628,193 $2,812,938
Sacramento 34 5.64 - 34 - -% - 2,127,566 2,141,972
Williston 74 2.50 1 75 - -% 353,401 237,071 1,864,907
Gulf Coast 11 1.61 1 12 8 67% 60,365 679,197 1,256,253
Permian 8 1.84 2 10 4 40% 20,353 890,418 906,861
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
</TABLE>
-23-
<PAGE>
<TABLE>
Significant Properties as of December 31, 1999
----------------------------------------------
<CAPTION>
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:
Permian 833 4.24 1,506 2,339 7 -% 101,913 1,041,536 $1,919,071
Anadarko 32 1.89 17 49 16 33% 4,666 1,658,705 1,721,825
Gulf Coast 41 2.61 3 44 8 18% 95,256 288,058 1,174,057
Southern Okla.
Folded Belt 10 .50 - 10 1 10% 16,071 775,283 986,802
II-F Partnership:
Permian 829 7.52 1,505 2,334 3 -% 247,727 1,174,863 $3,522,289
Anadarko 60 2.08 15 75 17 23% 6,522 1,438,427 1,526,983
Southern Okla.
Folded Belt 24 1.78 2 26 21 81% 15,055 460,762 490,401
II-G Partnership:
Permian 829 15.74 1,505 2,334 3 -% 517,673 2,455,294 $7,361,469
Anadarko 60 4.41 15 75 17 23% 14,033 3,048,892 3,235,200
Southern Okla.
Folded Belt 24 4.04 2 26 21 81% 34,115 1,043,743 1,111,676
II-H Partnership:
Permian 829 3.64 1,505 2,334 3 -% 119,804 569,167 $1,704,818
Anadarko 60 1.05 15 75 17 23% 3,405 723,303 767,695
Southern Okla.
Folded Belt 24 1.06 2 26 21 81% 9,012 275,705 294,005
- ----------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
</TABLE>
-24-
<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
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 1999.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2000, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships were as
follows:
Number of Numbers of
Partnership Units Limited Partners
----------- ---------- ----------------
II-A 484,283 3,852
II-B 361,719 2,464
II-C 154,621 1,293
II-D 314,878 2,695
II-E 228,821 2,047
II-F 171,400 1,599
II-G 372,189 2,386
II-H 91,711 1,154
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
-25-
<PAGE>
between unrelated parties, some of which are facilitated by secondary trading
firms and matching services. In addition, as further described below, the
General Partner is aware of certain "4.9% tender offers" which have been made
for the Units. The General Partner believes that the transfers between unrelated
parties have been limited and sporadic in number and volume. Other than trades
facilitated by certain secondary trading firms and matching services, no
organized trading market for Units exists and none is expected to develop. Due
to the nature of these transactions, the General Partner has no verifiable
information regarding prices at which Units have been transferred. Further, a
transferee may not become a substitute Limited Partner without the consent of
the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purposes of
this Annual Report, a Unit represents an initial subscription of $100 to the
Partnership.
Repurchase Offer Prices
-----------------------
1998 1999 2000
------------------------ ------------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $12 $18 $17 $12 $12 $12 $13 $12 $11
II-B 11 20 21 12 12 12 12 11 10
II-C 14 25 25 17 17 16 16 15 14
II-D 15 27 27 17 17 16 17 16 15
II-E 14 40 43 16 15 15 15 15 13
II-F 16 25 20 19 18 17 20 19 17
II-G 16 24 20 19 18 17 20 19 17
II-H 16 24 19 19 18 17 20 18 17
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties since 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
-26-
<PAGE>
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 1998 and 1999 and the first quarter of 2000.
Cash Distributions
------------------
1998
--------------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr.(1) Qtr.(1) Qtr.(2) Qtr.(3)
- ------ -------- ---------- ---------- ----------
II-A $1.43 $2.15 $1.41 $ 4.81
II-B 1.71 1.26 .88 8.07
II-C 2.17 3.27 1.01 8.28
II-D 3.33 3.41 1.16 10.19
II-E 2.21 1.13 2.01 26.86
II-F 4.18 2.39 4.71 1.06
II-G 4.05 2.32 4.54 1.03
II-H 3.83 2.21 4.24 .98
1999 2000
--------------------------------------------------- ---------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ -------- ---------- ---------- ---------- ---------
II-A $ .19 $ .25 $ .99 $ 1.19 $1.25
II-B .24 .39 .40 1.15 .97
II-C .21 .54 .54 1.24 1.20
II-D .54 .42 .67 .97 1.41
II-E 1.03 .50 .94 1.08 1.25
II-F .87 .95 1.04 1.39 1.54
II-G .87 .92 1.12 1.33 1.57
II-H .85 .86 1.04 1.31 1.41
- -----------------------
(1) Amount of cash distribution includes proceeds from the sale of certain oil
and gas properties.
(2) Amount of cash distribution for the II-A, II-E, II-F, II-G, and II-H
Partnerships includes proceeds from the sale of certain oil and gas
properties.
(3) Amount of cash distribution for the II-A, II-B, II-C, II-D, and II-E
Partnerships includes proceeds from the settlement of a lawsuit.
-27-
<PAGE>
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."
-28-
<PAGE>
<TABLE>
Selected Financial Data
II-A Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $3,762,931 $3,911,823 $5,431,745 $5,832,874 $ 4,671,555
Net Income (Loss):
Limited Partners 1,421,826 2,863,628 1,577,370 2,043,339 ( 715,678)
General Partner 99,132 188,400 141,030 156,483 81,747
Total 1,520,958 3,052,028 1,718,400 2,199,822 ( 633,931)
Limited Partners' Net
Income (Loss) per
Unit 2.94 5.91 3.26 4.22 ( 1.48)
Limited Partners' Cash
Distributions per
Unit 2.62 9.80(1) 6.54 5.37 3.83
Total Assets 5,700,712 5,530,544 7,495,013 9,068,387 9,833,188
Partners' Capital
(Deficit):
Limited Partners 5,622,715 5,469,889 7,350,261 8,937,891 9,494,552
General Partner ( 380,195) ( 417,336) ( 387,587) ( 342,481) ( 311,994)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
- ------------------
(1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
-29-
<PAGE>
<TABLE>
Selected Financial Data
II-B Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,693,717 $2,492,043 $3,816,269 $4,179,527 $3,204,794
Net Income (Loss):
Limited Partners 937,258 3,160,422 1,095,312 1,329,755 ( 798,537)
General Partner 63,070 186,085 99,884 113,834 37,441
Total 1,000,328 3,346,507 1,195,196 1,443,589 ( 761,096)
Limited Partners' Net
Income (Loss) per
Unit 2.59 8.74 3.03 3.68 ( 2.21)
Limited Partners' Cash
Distributions per
Unit 2.18 11.92(1) 6.03 4.79 3.21
Total Assets 3,374,612 3,185,016 4,414,695 5,579,977 6,237,427
Partners' Capital
(Deficit):
Limited Partners 3,456,654 3,309,396 4,464,974 5,552,662 5,955,907
General Partner ( 290,773) ( 320,234) ( 305,223) ( 265,183) ( 246,438)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
- -----------------------
(1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
-30-
<PAGE>
<TABLE>
Selected Financial Data
II-C Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,296,468 $1,136,474 $1,796,657 $1,925,940 $1,519,937
Net Income (Loss):
Limited Partners 435,619 1,583,504 853,383 707,991 ( 337,547)
General Partner 65,752 95,091 57,028 53,569 20,538
Total 501,371 1,678,595 910,411 761,560 ( 317,009)
Limited Partners' Net
Income (Loss) per
Unit 2.82 10.24 5.52 4.58 ( 2.18)
Limited Partners' Cash
Distributions per
Unit 2.53 14.73(1) 8.43 5.43 4.63
Total Assets 1,804,785 1,759,734 2,440,315 2,941,348 3,205,943
Partners' Capital
(Deficit):
Limited Partners 1,811,212 1,765,593 2,458,089 2,907,706 3,039,715
General Partner ( 119,145) ( 133,264) ( 123,277) ( 115,619) ( 99,615)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
- ----------------------
(1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
-31-
<PAGE>
<TABLE>
Selected Financial Data
II-D Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $2,598,616 $2,411,051 $4,314,154 $4,329,102 $3,901,516
Net Income (Loss):
Limited Partners 640,655 3,942,172 1,796,378 1,270,858 ( 697,631)
General Partner 106,047 225,825 127,204 99,743 44,055
Total 746,702 4,167,997 1,923,582 1,370,601 ( 653,576)
Limited Partners' Net
Income (Loss) per
Unit 2.03 12.52 5.70 4.04 ( 2.22)
Limited Partners' Cash
Distributions per
Unit 2.60 18.09(1) 9.04 4.85 4.69
Total Assets 3,740,589 3,994,909 5,780,264 6,953,850 7,291,164
Partners' Capital
(Deficit):
Limited Partners 3,639,949 3,818,294 5,572,122 6,627,744 6,884,886
General Partner ( 236,260) ( 247,182) ( 224,003) ( 218,956) ( 143,473)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
- ------------------------
(1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
-32-
<PAGE>
<TABLE>
Selected Financial Data
II-E Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,810,725 $1,704,463 $2,616,003 $2,693,317 $2,297,409
Net Income (Loss):
Limited Partners 588,127 6,442,294 ( 569) 695,738 ( 1,279,244)
General Partner 76,030 356,722 66,976 66,720 9,448
Total 664,157 6,799,016 66,407 762,458 ( 1,269,796)
Limited Partners' Net
Income (Loss) per
Unit 2.57 28.15 .00 3.04 ( 5.59)
Limited Partners' Cash
Distributions per
Unit 3.55 32.21(1) 7.32 4.45 2.32
Total Assets 3,021,570 3,260,952 4,257,875 5,976,145 6,279,396
Partners' Capital
(Deficit):
Limited Partners 2,941,996 3,165,869 4,094,575 5,770,144 6,093,406
General Partner ( 162,586) ( 173,306) ( 172,017) ( 147,595) ( 122,950)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
- ------------------------
(1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
</TABLE>
-33-
<PAGE>
<TABLE>
Selected Financial Data
II-F Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $1,665,336 $1,444,802 $2,191,389 $2,433,313 $2,028,592
Net Income (Loss):
Limited Partners 615,301 1,088,453 147,631 1,108,389 ( 191,631)
General Partner 98,196 71,519 81,927 79,948 46,686
Total 713,497 1,159,972 229,558 1,188,337 ( 144,945)
Limited Partners' Net
Income (Loss) per
Unit 3.59 6.35 .86 6.47 ( 1.12)
Limited Partners'
Cash Distributions
Per Unit 4.25 12.34 10.92 8.66 5.93
Total Assets 2,393,651 2,473,730 3,564,889 5,312,077 5,733,459
Partners' Capital
(Deficit):
Limited Partners 2,451,559 2,565,258 3,590,805 5,315,174 5,691,785
General Partner ( 112,893) ( 144,763) ( 143,355) ( 105,914) ( 84,377)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
</TABLE>
-34-
<PAGE>
<TABLE>
Selected Financial Data
II-G Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $3,527,599 $3,072,455 $4,670,245 $ 5,158,799 $ 4,348,087
Net Income (Loss):
Limited Partners 1,382,389 2,266,451 114,502 2,250,119 ( 714,189)
General Partner 99,665 150,050 172,947 165,845 94,880
Total 1,482,054 2,416,501 287,449 2,415,964 ( 619,309)
Limited Partners' Net
Income (Loss)
per Unit 3.71 6.09 .31 6.05 ( 1.92)
Limit Partners' Cash
Distributions per
Unit 4.24 11.94 10.80 8.30 5.80
Total Assets 5,174,834 5,325,802 7,635,720 11,576,732 12,519,149
Partners' Capital
(Deficit):
Limited Partners 5,317,832 5,512,443 7,690,992 11,598,490 12,439,371
General Partner ( 266,026) ( 304,885) ( 312,392) (244,312) ( 197,620)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
</TABLE>
-35-
<PAGE>
<TABLE>
Selected Financial Data
II-H Partnership
----------------
<CAPTION>
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Oil and Gas Sales $ 836,927 $ 733,613 $1,119,734 $1,230,222 $1,042,735
Net Income (Loss):
Limited Partners 319,698 532,166 ( 11,817) 519,143 ( 239,052)
General Partner 23,260 35,089 40,425 38,792 21,532
Total 342,958 567,255 28,608 557,935 ( 217,520)
Limited Partners' Net
Income (Loss)
per Unit 3.49 5.80 ( .13) 5.66 ( 2.61)
Limited Partners' Cash
Distributions per
Unit 4.06 11.26 10.65 7.93 5.61
Total Assets 1,215,782 1,255,229 1,788,149 2,790,245 3,024,656
Partners' Capital
(Deficit):
Limited Partners 1,254,087 1,306,389 1,807,223 2,795,040 3,002,897
General Partner ( 66,614) ( 75,631) ( 78,796) ( 58,835) ( 47,635)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
</TABLE>
-36-
<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 not possible. Concerning past trends,
average yearly wellhead gas prices in the United States have been volatile for
many years. Over the past ten years such average prices have generally been in
the $1.40 to $2.40 per Mcf range. Gas prices are currently in the upper end of
this range.
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas increased
-37-
<PAGE>
from approximately $2.03 per Mcf at December 31, 1998 to approximately $2.24 per
Mcf at December 31, 1999. Such prices were on an MMBTU basis and differ from the
prices actually received by the Partnerships due to transportation and marketing
costs, BTU adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $24.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Partnerships' oil increased from approximately $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. 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.
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
-38-
<PAGE>
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, 1999 as compared to the year ended December 31, 1998 and for the
year ended December 31, 1998 as compared to the year ended December 31, 1997.
II-A Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales decreased $148,892 (3.8%) in 1999 as compared to
1998. Of this decrease, approximately $30,000 and $563,000, respectively, were
related to decreases in volumes of oil and gas sold, which decreases were
partially offset by increases of approximately $325,000 and $119,000,
respectively, related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 2,395 barrels and 284,002 Mcf,
respectively, in 1999 as compared to 1998. The decrease in volumes of gas sold
was primarily due to (i) positive prior period volume adjustments made by the
purchasers on two significant wells during 1998, (ii) the sale of several wells
during 1998, and (iii) normal declines in production. These decreases were
partially offset by a positive prior period volume adjustment made by the
purchaser on another significant well during 1999. Average oil and gas prices
increased to $16.25 per barrel and $2.09 per Mcf, respectively, in 1999 from
$12.38 per barrel and $1.98 per Mcf, respectively, in 1998.
Interest income decreased $37,059 (67.1%) in 1999 as compared to 1998.
This decrease was primarily due to interest income earned in 1998 on the gas
contract settlement proceeds. There were no similar amounts invested during
1999.
The II-A Partnership sold certain oil and gas properties during 1999 and
recognized a $6,465 gain on such sales. Sales of
-39-
<PAGE>
oil and gas properties during 1998 resulted in the II-A Partnership recognizing
similar gains totaling $685,375.
As discussed in "Liquidity and Capital Resources" below, the II-A
Partnership recognized an insurance settlement in the amount of $202,500 during
1999. No similar settlements occurred during 1998.
The II-A Partnership recognized income from a gas contract settlement in
the amount of $1,710,190 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $475,237 (26.8%) in 1999 as compared to 1998. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 1998 in order to improve the recovery of reserves, (ii) a positive prior
period lease operating expense adjustment made by the operator on another
significant well during 1998, and (iii) a decrease in production taxes
associated with the decrease in oil and gas sales. As a percentage of oil and
gas sales, these expenses decreased to 34.5% in 1999 from 45.3% in 1998. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold and the dollar decrease in oil and gas production expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $200,084 (25.0%) in 1999 as compared to 1998. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold, (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
1999, and (iii) several wells being substantially depleted in 1998. As a
percentage of oil and gas sales, this expense decreased to 15.9% in 1999 from
20.4% in 1998. This percentage decrease was primarily due to the increases in
the average prices of oil and gas sold and the dollar decrease in depreciation,
depletion, and amortization.
General and administrative expenses decreased $2,049 (0.4%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses increased
to 15.2% in 1999 from 14.7% in 1998.
The Limited Partners have received cash distribution through December 31,
1999 totaling $48,004,357 or 99.12% of Limited Partners' capital contributions.
The II-A Partnership achieved payout during the first quarter of 2000. After
payout, future operations and revenues of the II-A Partnership will be allocated
using after payout percentages included in the II-A Partnership's Partnership
Agreement. After payout percentages allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partners. Before payout, operating
income and
-40-
<PAGE>
expenses were allocated 5% to the General Partner and 95% to the Limited
Partners.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $1,519,922 (28.0%) in 1998 as compared
to 1997. Of this decrease, approximately $366,000 and $165,000, respectively,
were related to decreases in volumes of oil and gas sold and approximately
$559,000 and $430,000, respectively, were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 19,438 barrels
and 72,266 Mcf, respectively, in 1998 as compared to 1997. The decrease in
volumes of oil sold resulted primarily from (i) normal declines in production,
(ii) the sale of several wells during 1997 and 1998, and (iii) a negative prior
period volume adjustment made by the purchaser during 1998 on one significant
well. These decreases were partially offset by positive prior period volume
adjustments made by the purchasers on two significant wells during 1998. Average
oil and gas prices decreased to $12.38 per barrel and $1.98 per Mcf,
respectively, in 1998 from $18.85 per barrel and $2.28 per Mcf, respectively, in
1997.
As discussed in "Liquidity and Capital Resources" below, the II-A
Partnership sold certain oil and gas properties during 1998 and recognized a
$685,375 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-A Partnership recognizing similar gains totaling $176,789.
The II-A Partnership recognized income from a gas contract settlement in
the amount of $1,710,190 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $115,424 (6.1%) in 1998 as compared to 1997. This
decrease resulted primarily from a decrease in production taxes associated with
the decrease in oil and gas sales and a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold. These decreases
were partially offset by workover expenses incurred on several wells during
1998. As a percentage of oil and gas sales, these expenses increased to 45.3% in
1998 from 34.8% in 1997. This percentage increase was primarily due to the
decreases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $19,633 (2.5%) in 1998 as compared to 1997. This increase resulted
primarily from downward revisions in the estimates of remaining oil and gas
reserves at December 31, 1998
-41-
<PAGE>
on several significant wells, which increase was partially offset by a decrease
in volumes of oil and gas sold. As a percentage of oil and gas sales, this
expense increased to 20.4% in 1998 from 14.4% in 1997. This percentage increase
was primarily due to the decreases in the average prices of oil and gas sold and
the dollar increase in depreciation, depletion, and amortization.
The II-A Partnership recognized a non-cash charge against earnings of
$164,111 during the fourth quarter of 1998. This charge was necessary due to the
unamortized costs of one field exceeding the expected undiscounted future cash
flows from that field. During the first quarter of 1997, a non-cash charge of
$684,276 was also recognized. Of this amount, $223,943 was related to the
decline in oil and gas prices used to determine the recoverability of oil and
gas reserves at March 31, 1997 and $460,333 was related to impairment of
unproved properties. These unproved properties were written off based on the
General Partner's determination that it was unlikely that such properties would
be developed due to low oil and gas prices and provisions in the II-A
Partnership's Partnership Agreement which limit the level of permissible
drilling activity.
General and administrative expenses decreased $17,659 (3.0%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 1998 from 10.9% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-B Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $201,674 (8.1%) in 1999 as compared to
1998. Of this increase, approximately $49,000 was related to an increase in
volumes of oil sold and approximately $156,000 and $63,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by approximately $67,000 related to a decrease in volumes
of gas sold. Volumes of oil sold increased 3,654 barrels and volumes of gas sold
decreased 33,863 Mcf in 1999 as compared to 1998. Average oil and gas prices
increased to $16.18 per barrel and $2.04 per Mcf, respectively, in 1999 from
$13.43 per barrel and $1.97 per Mcf, respectively, in 1998.
Interest income decreased $40,955 (81.2%) in 1999 as compared to 1998.
This decrease was primarily due to interest income earned in 1998 on the gas
contract settlement proceeds. There were no similar amounts invested during
1999.
-42-
<PAGE>
The II-B Partnership recognized income from a gas contract settlement in
the amount of $2,793,295 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $132,363 (12.1%) in 1999 as compared to 1998. This
decrease was primarily due to workover expenses incurred on several wells during
1998 in order to improve the recovery of reserves, which decrease was partially
offset by an increase in production taxes associated with the increase in oil
and gas sales. As a percentage of oil and gas sales, these expenses decreased to
35.6% in 1999 from 43.8% in 1998. This percentage decrease was primarily due to
workover expenses incurred in 1998 and the increases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $193,851 (36.4%) in 1999 as compared to 1998. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1999 and (ii) several wells being substantially
depleted in 1998. As a percentage of oil and gas sales, this expense decreased
to 12.6% in 1999 from 21.3% in 1998. This percentage decrease was primarily due
to the increases in the average prices of oil and gas sold and the dollar
decrease in depreciation, depletion, and amortization.
General and administrative expenses decreased $4,172 (1.0%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses decreased
to 15.8% in 1999 from 17.3% in 1998.
The Limited Partners have received cash distributions through December 31,
1999 totaling $34,922,916 or 96.55% of the Limited Partners' capital
contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $1,324,226 (34.7%) in 1998 as compared
to 1997. Of this decrease, approximately $277,000 and $345,000, respectively,
were related to decreases in volumes of oil and gas sold and $303,000 and
$399,000, respectively, were related to decreases in the average prices of oil
and gas sold. Volumes of oil and gas sold decreased 14,496 barrels and 143,392
Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted primarily from the sale of several wells during both years and
normal declines in production. The decrease in volumes of gas sold resulted
primarily from (i) the sale of several wells during both years, (ii) normal
declines in
-43-
<PAGE>
production, and (iii) a negative prior period volume adjustment made by the
purchaser on one significant well during 1998. Average oil and gas prices
decreased to $13.43 per barrel and $1.97 per Mcf, respectively, in 1998 from
$19.13 per barrel and $2.41 per Mcf, respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-B
Partnership sold certain oil and gas properties during 1998 and recognized a
$65,551 gain on such sales. Sales of oil and gas properties during 1997 resulted
in the II-B Partnership recognizing similar gains totaling $203,247.
The II-B Partnership recognized income from a gas contract settlement in
the amount of $2,793,295 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $221,951 (16.9%) in 1998 as compared to 1997. This
decrease resulted primarily from a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and a decrease in
production taxes associated with the decrease in oil and gas sales. As a
percentage of oil and gas sales, these expenses increased to 43.8% in 1998 from
34.4% in 1997. This percentage increase was primarily due to the decreases in
the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $14,916 (2.7%) in 1998 as compared to 1997. This decrease resulted
primarily from the decrease in volumes of oil and gas sold, which decrease in
depreciation, depletion, and amortization was partially offset by an increase
resulting from downward revisions in the estimates of remaining oil and gas
reserves at December 31, 1998 on several significant wells. As a percentage of
oil and gas sales, this expense increased to 21.3% in 1998 from 14.3% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
The II-B Partnership recognized a non-cash charge against earnings of
$530,988 in the first quarter 1997. Of this amount, $134,003 was related to the
decline in oil and gas prices used to determine the recoverability of oil and
gas reserves at March 31, 1997 and $396,985 was related to impairment of
unproved properties. These unproved properties were written off based on the
General Partner's determination that it was unlikely that such properties would
be developed due to low oil and gas prices and provisions in the II-B
Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charge was necessary in 1998.
-44-
<PAGE>
General and administrative expenses decreased $21,297 (4.7%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 17.3% in 1998 from 11.8% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-C Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $159,994 (14.1%) in 1999 as compared to
1998. Of this increase, approximately $12,000 and $42,000, respectively, were
related to increases in volumes of oil and gas sold and approximately $59,000
and $47,000, respectively, were related to increases in the average prices of
oil and gas sold. Volumes of oil and gas sold increased 885 barrels and 21,902
Mcf, respectively, in 1999 as compared to 1998. Average oil and gas prices
increased to $16.68 per barrel and $2.00 per Mcf, respectively, in 1999 from
$13.33 per barrel and $1.91 per Mcf, respectively, in 1998.
Interest income decreased $19,301 (76.7%) in 1999 as compared to 1998.
This decrease was primarily due to interest income earned in 1998 on the gas
contract settlement proceeds. There were no similar amounts invested during
1999.
The II-C Partnership sold certain oil and gas properties during 1999 and
recognized a $3,257 gain on such sales. Sales of oil and gas properties during
1998 resulted in the II-C Partnership recognizing similar gains totaling
$177,795.
The II-C Partnership recognized income from a gas contract settlement in
the amount of $1,197,148 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $13,213 (3.1%) in 1999 as compared to 1998. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) positive prior period production
tax adjustments made by the purchasers on several wells during 1999, which
increases were substantially offset by workover expenses incurred on two
significant wells during 1998 in order to improve the recovery of reserves. As a
percentage of oil and gas sales, these expenses decreased to 34.0% in 1999 from
37.6% in 1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $66,331 (26.9%) in 1999 as compared to 1998.
-45-
<PAGE>
This decrease was primarily due to upward revisions in the estimates of
remaining oil and gas reserves at December 31, 1999 and several wells being
substantially depleted in 1998. As a percentage of oil and gas sales, this
expense decreased to 13.9% in 1999 from 21.7% in 1998. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold and
the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
decreased to 14.2% in 1999 from 16.2% in 1998. This percentage decrease was
primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $15,891,686 or 102.78% of the Limited Partners' capital
contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $660,183 (36.7%) in 1998 as compared to
1997. Of this decrease, approximately $113,000 and $244,000, respectively, were
due to decreases in volumes of oil and gas sold and approximately $96,000 and
$207,000, respectively, were related to decreases in the average prices of oil
and gas sold. Volumes of oil and gas sold decreased 5,947 barrels and 104,105
Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted primarily from normal declines in production and the sale of
several wells during both years. The decrease in volumes of gas sold resulted
primarily from the sale of several wells during both years and a negative prior
period volume adjustment made by the purchaser during 1998 on one significant
well. Average oil and gas prices decreased to $13.33 per barrel and $1.91 per
Mcf, respectively, in 1998 from $19.04 per barrel and $2.34 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-C
Partnership sold certain oil and gas properties in 1998 and recognized a
$177,795 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-C Partnership recognizing similar gains totaling $156,919.
The II-C Partnership recognized income from a gas contract settlement in
the amount of $1,197,148 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas contract.
No similar settlements occurred during 1997.
-46-
<PAGE>
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $100,712 (19.1%) in 1998 as compared to 1997. This
decrease resulted primarily from a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and a decrease in
production taxes associated with the decrease in oil and gas sales. As a
percentage of oil and gas sales, these expenses increased to 37.6% in 1998 from
29.4% in 1997. This percentage increase was primarily due to the decreases in
the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $21,881 (8.2%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold, which decreases
were partially offset by an increase in depreciation, depletion, and
amortization resulting from downward revisions in the estimates of remaining oil
and gas reserves at December 31, 1998 on several significant wells. As a
percentage of oil and gas sales, this expense increased to 21.7% in 1998 from
14.9% in 1997. This percentage increase was primarily due to the decreases in
the average prices of oil and gas sold.
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 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 was unlikely that such properties would
be developed due to low oil and gas prices and provisions in the II-C
Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charge was necessary in 1998.
General and administrative expenses decreased $9,261 (4.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 16.2% in 1998 from 10.8% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
The II-C Partnership achieved payout during the fourth quarter of 1998.
After payout, operations and revenues for the II-C Partnership have been and
will be allocated using the after payout percentages included in the II-C
Partnership's Partnership Agreement. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
-47-
<PAGE>
II-D Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $187,565 (7.8%) in 1999 as compared to
1998. Of this increase, approximately $128,000 and $153,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $49,000 and $45,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 3,843 barrels and 24,178 Mcf, respectively, in 1999
as compared to 1998. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) the sale of one significant well
during 1998. Average oil and gas prices increased to $16.43 per barrel and $2.02
per Mcf, respectively, in 1999 from $12.65 per barrel and $1.87 per Mcf,
respectively, in 1998.
Interest income decreased $51,668 (77.5%) in 1999 as compared to 1998.
This decrease was primarily due to interest income earned in 1998 on the gas
contract settlement proceeds. There were no similar amounts invested during
1999.
The II-D Partnership sold certain oil and gas properties during 1999 and
recognized a $36,944 gain on such sales. Sales of oil and gas properties during
1998 resulted in the II-D Partnership recognizing similar gains of $496,238.
The II-D Partnership recognized income from a gas contract settlement in
the amount of $3,033,646 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $160,812 (17.0%) in 1999 as compared to 1998. This
increase was primarily due to (i) a positive prior period lease operating
expense adjustment made by the operator on one significant well during 1999 and
(ii) an increase in production taxes associated with the increase in oil and gas
sales. As a percentage of oil and gas sales, these expenses increased to 42.6%
in 1999 from 39.2% in 1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $93,186 (18.0%) in 1999 as compared to 1998. This decrease was
primarily due to two significant wells being fully depleted in 1998 due to the
lack of remaining economically recoverable reserves. As a percentage of oil and
gas sales, this expense decreased to 16.4% in 1999 from 21.5% in 1998. This
percentage decrease was primarily due to the dollar decrease in
-48-
<PAGE>
depreciation, depletion, and amortization and the increases in the average
prices of oil and gas sold.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
decreased to 14.3% for 1999 and 15.5% for 1998.
The II-D Partnership achieved payout during the second quarter of 1999.
After payout, operations and revenues for the II-D Partnership have been and
will be allocated using after payout percentages included in the II-D
Partnership's Partnership Agreement. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
The Limited Partners have received cash distributions through December 31,
1999 totaling $32,104,903 or 101.96% of Limited Partners' capital contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $1,903,103 (44.1%) in 1998 as compared
to 1997. Of this decrease, approximately $237,000 and $1,050,000, respectively,
were related to decreases in volumes of oil and gas sold and approximately
$228,000 and $389,000, respectively, were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 12,680 barrels
and 467,539 Mcf, respectively, in 1998 as compared to 1997. The decrease in
volumes of oil and gas sold resulted primarily from the sale of several wells in
both years and normal declines in production due to diminishing reserves on
several wells. Average oil and gas prices decreased to $12.65 per barrel and
$1.87 per Mcf, respectively, in 1998 from $18.68 per barrel and $2.25 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-D
Partnership sold certain oil and gas properties during 1998 and recognized a
$496,238 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-D Partnership recognizing similar gains totaling $447,981.
The II-D Partnership recognized income from a gas contact settlement in
the amount of $3,033,646 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.
-49-
<PAGE>
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $711,116 (42.9%) in 1998 as compared to 1997. This
decrease resulted primarily from a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and a decrease in
production taxes associated with the decrease in oil and gas sales. As a
percentage of oil and gas sales, these expenses increased to 39.2% in 1998 from
38.4% in 1997.
Depreciation, depletion, and amortization of oil and gas properties
decreased $170,121 (24.7%) in 1998 as compared to 1997. This decrease resulted
primarily from the decrease in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 21.5% in 1998 from 16.0% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
The II-D Partnership recognized a non-cash charge against earnings of
$143,957 during 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 during 1998.
General and administrative expenses decreased $22,908 (5.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 15.5% in 1998 from 9.2% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-E Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $106,262 (6.2%) in 1999 as compared to
1998. Of this increase, approximately $135,000 and $83,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $69,000 and $43,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 5,156 barrels and 23,279 Mcf, respectively, in 1999
as compared to 1998. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) a positive prior period volume
adjustment made by the purchaser on three significant wells in 1998. Average oil
and gas prices increased to $17.49 per barrel and $1.99 per Mcf, respectively,
in 1999 from $13.31 per barrel and $1.86 per Mcf, respectively, in 1998.
Interest income decreased $85,309 (85.5%) in 1999 as compared to 1998.
This decrease was primarily due to interest income
-50-
<PAGE>
earned in 1998 on the gas contract settlement proceeds. There were no similar
amounts invested during 1999.
The II-E Partnership recognized income from a gas contract settlement in
the amount of $6,159,355 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $114,601 (17.0%) in 1999 as compared to 1998. This
decrease was primarily due to (i) workover expenses incurred on several wells
during 1998 in order to improve the recovery of reserves and (ii) a decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales, these expenses decreased to 30.8% in
1999 from 39.5% in 1998. This percentage decrease was primarily due to the
workover expenses incurred in 1998 and the increases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $187,837 (34.5%) in 1999 as compared to 1998. This decrease was
primarily due to (i) upward revisions in the estimates of remaining oil and gas
reserves at December 31, 1999 and (ii) the decreases in volumes of oil and gas
sold. As a percentage of oil and gas sales, this expense decreased to 19.7% in
1999 from 31.9% in 1998. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold and the dollar decrease in
depreciation, depletion, and amortization.
General and administrative expenses decreased $5,944 (2.2%) in 1999 as
compared to 1998. As a percentage of oil and gas sales, these expenses decreased
to 14.9% in 1999 from 16.2% in 1998.
The II-E Partnership achieved payout during the third quarter of 1999.
After payout, operations and revenues for the II-E Partnership have been and
will be allocated using after payout percentages included in the II-E
Partnership's Partnership Agreement. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
The Limited Partners have received cash distributions through December 31,
1999 totaling $23,283,574 or 101.75% of Limited Partners' capital contributions.
-51-
<PAGE>
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $911,540 (34.8%) in 1998 as compared to
1997. Of this decrease, approximately $99,000 and $312,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $217,000
and $284,000, respectively, were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 5,160 barrels and
135,538 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes
of oil and gas sold resulted primarily from normal declines in production and
the sale of several wells during both years. Average oil and gas prices
decreased to $13.31 per barrel and $1.86 per Mcf, respectively, in 1998 from
$19.10 per barrel and $2.30 per Mcf, respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-E
Partnership sold certain oil and gas properties during 1998 and recognized a
$328,245 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-E Partnership recognizing similar gains totaling $272,654.
The II-E Partnership recognized income from a gas contract settlement in
the amount of $6,159,355 during 1998. This settlement involved claims made for
take or pay deficiencies and gas pricing issues arising out of a gas purchase
contract. No similar settlements occurred during 1997.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $236,831 (26.0%) in 1998 as compared to 1997. This
decrease resulted primarily from (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production taxes associated with the decrease in oil and gas sales, and (iii)
workover expenses incurred on one significant well during 1997. As a percentage
of oil and gas sales, these expenses increased to 39.5% in 1998 from 34.8% in
1997. This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $82,925 (13.2%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 31.9% in 1998 from 24.0% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
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 gas prices used to determine the recoverability of proved
oil and gas
-52-
<PAGE>
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 was unlikely that such properties would
be developed due to low oil and gas prices and provisions in the II-E
Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charges were necessary during 1998.
General and administrative expenses decreased $38,504 (12.2%) in 1998 as
compared to 1997. This decrease resulted primarily from a decrease in legal
expenses associated with the gas contract settlement discussed above during 1998
as compared to 1997. As a percentage of oil and gas sales, these expenses
increased to 16.2% in 1998 from 12.0% in 1997. This percentage increase was
primarily due to the decrease in oil and gas sales.
II-F Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $220,534 (15.3%) in 1999 as compared to
1998. Of this increase, approximately $116,000 and $35,000, respectively, were
related to increases in the average prices of oil and gas sold and approximately
$97,000 was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of approximately $27,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 2,056 barrels, while volumes
of gas sold increased 52,465 Mcf in 1999 as compared to 1998. The increase in
volumes of gas sold was primarily due to (i) an increase in production due to
the successful recompletion of one significant well in late 1998 and (ii) a
positive prior period volume adjustment made by the operator on another
significant well during 1999. Average oil and gas prices increased to $16.64 per
barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.84
per Mcf, respectively, in 1998.
The II-F Partnership sold certain oil and gas properties during 1999 and
recognized a $565 gain on such sales. Sales of oil and gas properties during
1998 resulted in the II-F Partnership recognizing similar gains totaling
$657,881.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $52,933 (13.3%) in 1999 as compared to 1998. This
increase was primarily due to positive prior period lease operating expense
adjustments made by the operator on several wells during 1999. As a percentage
of oil and gas sales, these expenses remained relatively consistent at 27.1% in
1999 and 27.6% in 1998.
-53-
<PAGE>
Depreciation, depletion, and amortization of oil and gas properties
decreased $53,879 (14.9%) in 1999 as compared to 1998. This decrease was
primarily due to (i) two significant wells being fully depleted in 1998 due to
the lack of remaining economically recoverable reserves and (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
1999. As a percentage of oil and gas sales, this expense decreased to 18.4% in
1999 from 25.0% in 1998. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold and the dollar decrease in
depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
decreased to 12.1% in 1999 from 14.0% in 1998. This percentage decrease was
primarily due to the increase in oil and gas sales.
The II-F Partnership achieved payout during the first quarter of 1999.
After payout, operations and revenues for the II-F Partnership have been and
will be allocated using the after payout percentages included in the II-F
Partnership's Partnership Agreement. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
The Limited Partners have received cash distributions through December 31,
1999 totaling $17,757,051 or 103.60% of Limited Partners' capital contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $746,587 (34.1%) in 1998 as compared to
1997. Of this decrease, approximately $151,000 and $160,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $197,000
and $238,000, respectively, were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 8,099 barrels and 69,527
Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil
and gas sold resulted primarily from the sale of several wells during both
years. Average oil and gas prices decreased to $13.32 per barrel and $1.84 per
Mcf, respectively, in 1998 from $18.66 per barrel and $2.30 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-F
Partnership sold certain oil and gas properties during 1998 and recognized a
$657,881 gain on such sales. Sales of oil and
-54-
<PAGE>
gas properties during 1997 resulted in the II-F Partnership recognizing similar
gains totaling $557,746.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $148,051 (27.1%) in 1998 as compared to 1997. This
decrease resulted primarily from decreases in (i) production taxes associated
with the decrease in oil and gas sales and (ii) lease operating expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 27.6% in 1998 from 24.9% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $48,304 (11.8%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 25.0% in 1998 from 18.7% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
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 was unlikely that such
properties would be developed due to low oil and gas prices and provisions in
the II-F Partnership's Partnership Agreement which limit the level of
permissible drilling activity. No similar charges were necessary during 1998.
General and administrative expenses decreased $2,653 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.0% in 1998 from 9.3% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-G Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $455,144 (14.8%) in 1999 as compared to
1998. Of this increase, approximately $239,000 and $77,000, respectively, were
related to increases in the average prices of oil and gas sold and approximately
$193,000 was related
-55-
<PAGE>
to an increase in volumes of gas sold. These increases were partially offset by
a decrease of approximately $54,000 related to a decrease in volumes of oil
sold. Volumes of oil sold decreased 4,060 barrels, while volumes of gas sold
increased 104,549 Mcf in 1999 as compared to 1998. The increase in volumes of
gas sold was primarily due to (i) an increase in production due to the
successful recompletion of one significant well in late 1998 and (ii) a positive
prior period volume adjustment made by the operator on another significant well
during 1999. Average oil and gas prices increased to $16.58 per barrel and $1.91
per Mcf, respectively, in 1999 from $13.32 per barrel and $1.85 per Mcf,
respectively, in 1998.
The II-G Partnership sold certain oil and gas properties during 1999 and
recognized a $1,063 gain on such sales. Sales of oil and gas properties during
1998 resulted in the II-G Partnership recognizing similar gains totaling
$1,374,966.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $112,530 (13.2%) in 1999 as compared to 1998. This
increase was primarily due to positive prior period lease operating expense
adjustments made by the operator on several wells during 1999. As a percentage
of oil and gas sales, these expenses decreased to 27.4% in 1999 from 27.8% in
1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $118,629 (15.2%) in 1999 as compared to 1998. This decrease was
primarily due to (i) two significant wells being fully depleted in 1998 due to
the lack of remaining economically recoverable reserves and (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
1999. As a percentage of oil and gas sales, this expense decreased to 18.7% in
1999 from 25.3% in 1998. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold and the dollar decrease in
depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
decreased to 12.4% in 1999 from 14.3% in 1998. This percentage decrease was
primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $36,682,371 or 98.56% of Limited Partners' capital contributions.
The II-G Partnership achieved payout during the first quarter of 2000. After
payout, operations and revenues of the II-G Partnership will be allocated using
after payout percentages included in the II-G Partnership's Partnership
Agreement. After payout percentages allocate operating income and expenses 10%
to the General Partner and 90% to the Limited Partner. Before payout, operating
income and expenses were allocated 5% to the General Partner and 95% to the
Limited Partners.
-56-
<PAGE>
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $1,597,790 (34.2%) in 1998 as compared
to 1997. Of this decrease, approximately $320,000 and $349,000, respectively,
were related to decreases in volumes of oil and gas sold and approximately
$414,000 and $515,000, respectively, were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 17,132 barrels
and 150,803 Mcf, respectively, in 1998 as compared to 1997. The decreases in
volumes of oil and gas sold resulted primarily from the sale of several wells
during both years. Average oil and gas prices decreased to $13.32 per barrel and
$1.85 per Mcf, respectively, in 1998 from $18.66 per barrel and $2.31 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-G
Partnership sold certain oil and gas properties during 1998 and recognized a
$1,374,966 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-G Partnership recognizing similar gains totaling $1,226,822.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $333,023 (28.1%) in 1998 as compared to 1997. This
decrease resulted primarily from decreases in (i) production taxes associated
with the decrease in oil and gas sales and (ii) lease operating expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 27.8% in 1998 from 25.4% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $137,614 (15.0%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold during 1998 as
compared to 1997. As a percentage of oil and gas sales, this expense increased
to 25.3% in 1998 from 19.6% in 1997. This percentage increase was primarily due
to the decreases in the average prices of oil and gas sold.
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
-57-
<PAGE>
were written off based on the General Partner's determination that it was
unlikely that such properties would be developed due to low oil and gas prices
and provisions in the II-G Partnership's Partnership Agreement which limit the
level of permissible drilling activity. No similar charges were necessary during
1998.
General and administrative expenses decreased $5,627 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.3% in 1998 from 9.5% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
II-H Partnership
----------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
--------------------------------------
Total oil and gas sales increased $103,314 (14.1%) in 1999 as compared to
1998. Of this increase, approximately $56,000 and $19,000, respectively, were
related to increases in the average prices of oil and gas sold and approximately
$40,000 was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of approximately $12,000 related to a decrease in
volumes of oil sold. Volumes of oil sold decreased 923 barrels, while volumes of
gas sold increased 21,387 Mcf in 1999 as compared to 1998. The increase in
volumes of gas sold was primarily due to (i) an increase in production due to
the successful recompletion of one significant well in late 1998 and (ii) a
positive prior period volume adjustment made by the operator on another
significant well during 1999. Average oil and gas prices increased to $16.62 per
barrel and $1.92 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.86
per Mcf, respectively, in 1998.
The II-H Partnership sold certain oil and gas properties during 1999 and
recognized a $421 gain on such sales. Sales of oil and gas properties during
1998 resulted in the II-H Partnership recognizing similar gains totaling
$317,342.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $27,195 (13.2%) in 1999 as compared to 1998. This
increase was primarily due to positive prior period lease operating expense
adjustments made by the operator on several wells during 1999. As a percentage
of oil and gas sales, these expenses decreased to 27.8% in 1999 from 28.0% in
1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $21,665 (12.1%) in 1999 as compared to 1998.
-58-
<PAGE>
This decrease was primarily due to (i) two significant wells being fully
depleted in 1998 due to the lack of remaining economically recoverable reserves
and (ii) upward revisions in the estimates of remaining oil and gas reserves at
December 31, 1999. As a percentage of oil and gas sales, this expense decreased
to 18.8% in 1999 from 24.4% in 1998. This percentage decrease was primarily due
to the increases in the average prices of oil and gas sold and the dollar
decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
decreased to 12.9% in 1999 from 14.7% in 1998. This percentage decrease was
primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $8,544,364 or 93.17% of Limited Partners' capital contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
--------------------------------------
Total oil and gas sales decreased $386,121 (34.5%) in 1998 as compared to
1997. Of this decrease, approximately $75,000 and $89,000, respectively, were
related to decreases in the volumes of oil and gas sold and approximately
$96,000 and $126,000, respectively, were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 4,020 barrels
and 38,256 Mcf, respectively, in 1998 as compared to 1997. The decreases in
volumes of oil and gas sold resulted primarily from the sale of several wells
during both years. Average oil and gas prices decreased to $13.32 per barrel and
$1.86 per Mcf, respectively, in 1998 from $18.67 per barrel and $2.33 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the II-H
Partnership sold certain oil and gas properties during 1998 and recognized a
$317,342 gain on such sales. Sales of oil and gas properties during 1997
resulted in the II-H Partnership recognizing similar gains totaling $286,788.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $84,579 (29.2%) in 1998 as compared to 1997. This
decrease resulted primarily from decreases in (i) production taxes associated
with the decrease in oil and gas sales and (ii) lease operating expenses
associated with the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, these expenses increased to 28.0% in 1998 from 25.9% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
-59-
<PAGE>
Depreciation, depletion, and amortization of oil and gas properties
decreased $23,121 (11.4%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 24.4% in 1998 from 18.1% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
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 were written off
based on the General Partner's determination that it was unlikely that such
properties would be developed due to low oil and gas prices and provisions in
the II-H Partnership's Partnership Agreement which limit the level of
permissible drilling activity. No similar charges were necessary during 1998.
General and administrative expenses decreased $1,389 (1.3%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 14.7% in 1998 from 9.8% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 1999, 1998, and 1997. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
-60-
<PAGE>
1999 Compared to 1998
---------------------
Average Sales Prices
- --------------------------------------------------------------------------
P/ship 1999 1998 % Change
- ------ ------------------ ------------------ ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ---
II-A $16.25 $2.09 $12.38 $1.98 31% 6%
II-B 16.18 2.04 13.43 1.97 20% 4%
II-C 16.68 2.00 13.33 1.91 25% 5%
II-D 16.43 2.02 12.65 1.87 30% 8%
II-E 17.49 1.99 13.31 1.86 31% 7%
II-F 16.64 1.91 13.32 1.84 25% 4%
II-G 16.58 1.91 13.32 1.85 24% 3%
II-H 16.62 1.92 13.32 1.86 25% 3%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 1999 1998 % Change
- ------ ------------------ ------------------ ------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
II-A 84,033 1,149,550 86,428 1,433,552 ( 3%) (20%)
II-B 56,749 870,203 53,095 904,066 7% ( 4%)
II-C 17,691 500,545 16,806 478,643 5% 5%
II-D 33,890 1,010,194 37,733 1,034,372 (10%) ( 2%)
II-E 32,352 624,562 37,508 647,841 (14%) ( 4%)
II-F 34,859 569,382 36,915 516,917 ( 6%) 10%
II-G 73,361 1,210,210 77,421 1,105,661 ( 5%) 9%
II-H 17,055 287,724 17,978 266,337 ( 5%) 8%
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 1999 1998 % Change
------ ----- ----- --------
II-A $4.71 $5.45 (14%)
II-B 4.76 5.36 (11%)
II-C 4.35 4.42 ( 2%)
II-D 5.47 4.50 22%
II-E 4.09 4.62 (11%)
II-F 3.48 3.24 7%
II-G 3.51 3.26 7%
II-H 3.58 3.29 9%
-61-
<PAGE>
1998 Compared to 1997
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 1998 1997 % Change
- ------ ------------------ ------------------ --------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
II-A $12.38 $1.98 $18.85 $2.28 (34%) (13%)
II-B 13.43 1.97 19.13 2.41 (30%) (18%)
II-C 13.33 1.91 19.04 2.34 (30%) (18%)
II-D 12.65 1.87 18.68 2.25 (32%) (17%)
II-E 13.31 1.86 19.10 2.30 (30%) (19%)
II-F 13.32 1.84 18.66 2.30 (29%) (20%)
II-G 13.32 1.85 18.66 2.31 (29%) (20%)
II-H 13.32 1.86 18.67 2.33 (29%) (20%)
Production Volumes
- -----------------------------------------------------------------------------
P/ship 1998 1997 % Change
- ------ -------------------- ------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
II-A 86,428 1,433,552 105,866 1,505,818 (18%) ( 5%)
II-B 53,095 904,066 67,591 1,047,458 (21%) (14%)
II-C 16,806 478,643 22,753 582,748 (26%) (18%)
II-D 37,733 1,034,372 50,413 1,501,911 (25%) (31%)
II-E 37,508 647,841 42,668 783,379 (12%) (17%)
II-F 36,915 516,917 45,014 586,444 (18%) (12%)
II-G 77,421 1,105,661 94,553 1,256,464 (18%) (12%)
II-H 17,978 266,337 21,998 304,593 (18%) (13%)
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 1998 1997 % Change
------ ----- ----- --------
II-A $5.45 $5.29 2%
II-B 5.36 5.43 ( 1%)
II-C 4.42 4.40 -
II-D 4.50 5.51 (18%)
II-E 4.62 5.25 (12%)
II-F 3.24 3.83 (15%)
II-G 3.26 3.90 (16%)
II-H 3.29 3.99 (18%)
-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
1999 production levels for future years, the Partnerships proved reserve
quantities at December 31, 1999 would have the following remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 6.1 8.7
II-B 6.1 8.0
II-C 7.2 10.6
II-D 8.4 15.8
II-E 6.5 7.9
II-F 5.6 8.3
II-G 5.7 8.3
II-H 5.8 8.3
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. In particular, the relatively high oil prices at December 31, 1999
have caused an increase in the estimates of remaining oil reserves which
therefore have increased the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. Occasional
expenditures for new wells or well recompletions or workovers, however, may
reduce or eliminate cash available for a particular quarterly cash distribution.
The Partnerships have no debt commitments. Cash for operational purposes will be
provided by current oil and gas production.
The Partnerships sold certain oil and gas properties during 1999, 1998,
and 1997. The sale of the Partnerships' properties were made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of any such properties were
distributed to the Partnerships and included in the calculation of the
Partnerships' cash distributions for the quarter immediately following the
Partnerships' receipt of the proceeds. The amount of such proceeds from the sale
of oil and gas properties during 1999, 1998, and 1997 were as follows:
-63-
<PAGE>
Partnership 1999 1998 1997
----------- --------- ---------- ----------
II-A $ 14,441 $ 787,854 $ 225,375
II-B 39,541 82,454 251,335
II-C 9,704 250,629 208,805
II-D 36,944 669,933 629,832
II-E 27,869 357,625 431,541
II-F 8,302 717,792 758,534
II-G 17,979 1,503,817 1,658,135
II-H 4,342 345,716 414,950
The General Partner believes that the sale of these properties will be
beneficial to the Partnerships in the long-term since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
In August 1999, the II-A Partnership received insurance settlement
proceeds in the amount of $202,500 for the costs incurred to drill the State
Lease 8191 No. 4 well in St. Bernard Parish, Louisiana for the purpose of
relieving pressure in another well which suffered a blowout during a workover
attempt. This new well was completed as a producing gas well in 1998. The
insurance proceeds amount was included in the Partnership's August 1999 cash
distribution.
On July 30, 1998 the II-A, II-B, II-C, II-D, and II-E Partnerships and
certain other related parties reached a settlement with a gas purchaser
involving claims for take or pay deficiencies and gas pricing issues arising out
of a gas purchase contract. As a result of this settlement, such Partnerships
received the following settlement amounts:
Settlement Per
Partnership Amount Unit
----------- --------- ------
II-A $1,710,190 $ 3.53
II-B 2,793,295 7.72
II-C 1,197,148 7.74
II-D 3,033,646 9.63
II-E 6,159,355 26.92
The settlement amounts were included in the Partnerships' November 1998 cash
distributions.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the
-64-
<PAGE>
Partnerships, including the price of and demand for oil and gas and other market
and economic conditions. Even if prices and costs remain stable, the amount of
cash available for distributions will decline over time (as the volume of
production from producing properties declines) since the Partnerships are not
replacing production through acquisitions of producing properties and drilling.
The Partnerships' quantity of proved reserves has been reduced by the sale of
oil and gas properties as described above; therefore, it is possible that the
Partnerships' future cash distributions will decline as a result of a reduction
of the Partnerships' reserve base.
The Partnerships will terminate on December 31, 2001 in accordance with
the Partnership Agreements. However, the Partnership Agreements provide that the
General Partner may extend the term of each Partnership for up to five periods
of two years each. As of the date of this Annual Report, the General Partner has
not determined whether to extend the term of any Partnership.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
1999. 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
The year 2000 issue refers to the inability of computer and other
information technology systems to properly process date and time information,
stemming from the earlier programming practice of using two digits rather than
four to represent the year in a date. To the knowledge of the General Partner,
the Partnerships have not experienced any material effects from the year 2000
issue. Costs incurred by the Partnerships in order to ensure year 2000
compatibility were not material to the Partnerships.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK.
The Partnerships do not hold any market risk sensitive instruments.
-65-
<PAGE>
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.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 47 President and Director
Judy K. Fox 48 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
-66-
<PAGE>
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 1999 of reports required under Section 16 of the Securities Exchange Act
of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership during 1998, 1997, and 1996 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 1999 1998 1997
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities. The following tables indicate the
approximate amount of general and administrative expense reimbursement
attributable to the salaries of the directors, officers, and employees of the
General Partner and its affiliates during 1999, 1998, and 1997:
-67-
<PAGE>
<TABLE>
Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $304,538 - - - - - -
1998 $301,683 - - - - - -
1999 $311,369 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-A Partnership and no individual's salary or other
compensation reimbursement from the II-A Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-68-
<PAGE>
<TABLE>
Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $227,466 - - - - - -
1998 $225,334 - - - - - -
1999 $232,568 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-B Partnership and no individual's salary or other
compensation reimbursement from the II-B Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-69-
<PAGE>
<TABLE>
Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $97,230 - - - - - -
1998 $96,319 - - - - - -
1999 $99,411 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-C Partnership and no individual's salary or other
compensation reimbursement from the II-C Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-70-
<PAGE>
<TABLE>
Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $198,009 - - - - - -
1998 $196,153 - - - - - -
1999 $202,451 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-D Partnership and no individual's salary or other
compensation reimbursement from the II-D Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-71-
<PAGE>
<TABLE>
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $143,892 - - - - - -
1998 $142,543 - - - - - -
1999 $147,120 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-E Partnership and no individual's salary or other
compensation reimbursement from the II-E Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-72-
<PAGE>
<TABLE>
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $107,783 - - - - - -
1998 $106,773 - - - - - -
1999 $110,201 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-F Partnership and no individual's salary or other
compensation reimbursement from the II-F Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-73-
<PAGE>
<TABLE>
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $234,047 - - - - - -
1998 $231,853 - - - - - -
1999 $239,297 - - - - - -
- ---------
(1) The general and administrative expenses paid by the II-G Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-G Partnership and no individual's salary or other
compensation reimbursement from the II-G Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-74-
<PAGE>
<TABLE>
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 1999
<CAPTION>
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $57,673 - - - - - -
1998 $57,132 - - - - - -
1999 $58,967 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-H Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-H Partnership and no individual's salary or other
compensation reimbursement from the II-H Partnership equals or exceeds
$100,000 per annum.
</TABLE>
-75-
<PAGE>
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such affiliates for
services as operator of the wells. As operator, such affiliates are compensated
at rates provided in the operating agreements in effect and charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have an interest. This equipment was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of February 1, 2000 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 93,271 19.3(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 93,271 19.3(%)
II-B Partnership:
- ----------------
Samson Resources Company 70,453 19.5(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 70,453 19.5(%)
-76-
<PAGE>
II-C Partnership:
- ----------------
Samson Resources Company 30,043 19.4(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 30,043 19.4(%)
II-D Partnership:
- ----------------
Samson Resources Company 51,255 16.3(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 51,255 16.3(%)
II-E Partnership:
- ----------------
Samson Resources Company 46,339 20.3(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 46,339 20.3(%)
II-F Partnership:
- ----------------
Samson Resources Company 28,284 16.5(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 28,284 16.5(%)
II-G Partnership:
- ----------------
Samson Resources Company 50,379 13.5(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 50,379 13.5(%)
II-H Partnership:
- ----------------
Samson Resources Company 16,548 18.0(%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 16,548 18.0(%)
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
-77-
<PAGE>
allocation of acquisition and drilling opportunities and the nature of the
compensation arrangements between the Partnerships and the General Partner also
create potential conflicts of interest. An affiliate of the Partnerships owns
some of the Partnerships' Units and therefore has an identity of interest with
other Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnership who
provide services to the Partnership have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
-78-
<PAGE>
(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, 1999 and 1998 and for each of the three
years in the period ended December 31, 1999 are filed as part
of this report:
Report of Independent Accountants
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
4.1 The Certificate and Agreements of Limited Partnership
for the following Partnerships have been previously
filed with the Securities and Exchange Commission as
Exhibit 2.1 to Form 8-A filed by each Partnership on the
dates shown below and are hereby incorporated by
reference.
Partnership Filing Date File No.
----------- ------------------ --------
II-A November 18, 1987 0-16388
II-B November 19, 1987 0-16405
II-C August 5, 1988 0-16981
II-D August 5, 1988 0-16980
II-E November 17, 1988 0-17320
II-F June 5, 1989 0-17799
II-G June 5, 1989 0-17802
II-H February 20, 1990 0-18305
-79-
<PAGE>
4.2 The Agreements of Partnership for the following
Production Partnerships have been previously filed with
the Securities and Exchange Commission as Exhibit 2.2 to
Form 8-A filed by the related Partnerships on the dates
shown below and are hereby incorporated by reference.
Partnership Filing Date
----------- -----------
II-A November 18, 1987
II-B November 19, 1987
II-C August 5, 1988
II-D August 5, 1988
II-E November 17, 1988
II-F June 5, 1989
II-G June 5, 1989
II-H February 20, 1990
4.3 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-A, filed as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-B, filed as Exhibit 4.2 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-C, filed as Exhibit 4.3 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-D, filed as Exhibit 4.4 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
-80-
<PAGE>
4.7 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-E, filed as Exhibit 4.5
to Registrant's Current Report on Form 8-K dated August
2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.8 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-F, filed as Exhibit 4.6 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-G, filed as Exhibit 4.7 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.10 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-H, filed as Exhibit 4.8 to
Registrant's Current Report on Form 8-K dated August 2,
1993 filed with the SEC on August 10, 1993 and is hereby
incorporated by reference.
4.11 Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.12 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
filed with the SEC on April 4, 1996 and is hereby
incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.13 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
filed with the SEC on April 4, 1996 and is hereby
incorporated by reference.
-81-
<PAGE>
4.13 Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.14 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
filed with the SEC on April 4, 1996 and is hereby
incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.15 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995
filed with the SEC on April 4, 1996 and is hereby
incorporated by reference.
* 23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-A.
* 23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-B.
* 23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-C.
* 23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-D.
* 23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-E.
* 23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-F.
* 23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-G.
* 23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership II-H.
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
-82-
<PAGE>
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
* 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, 1999 and for the year ended December 31,
1999.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 1999:
None.
-83-
<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
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC.
General Partner
February 15, 2000
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and February 15, 2000
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal February 15, 2000
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary February 15, 2000
-------------------
Judy K. Fox
-84-
<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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma
limited partnership, and Geodyne Production Partnership II-A, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-1
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 723,978 $ 213,480
Accounts receivable:
Oil and gas sales 702,392 506,282
--------- ---------
Total current assets $1,426,370 $ 719,762
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 3,541,487 4,109,296
DEFERRED CHARGE 732,855 701,486
--------- ---------
$5,700,712 $5,530,544
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 112,953 $ 171,762
Gas imbalance payable 123,801 125,904
--------- ---------
Total current liabilities $ 236,754 $ 297,666
ACCRUED LIABILITY $ 221,438 $ 180,325
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 380,195) ($ 417,336)
Limited Partners, issued and
outstanding, 484,283 Units 5,622,715 5,469,889
--------- ---------
Total Partners' capital $5,242,520 $5,052,553
--------- ---------
$5,700,712 $5,530,544
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,762,931 $3,911,823 $5,431,745
Interest income 18,160 55,219 33,085
Gain on sale of oil and
gas properties 6,465 685,375 176,789
Insurance settlement
income 202,500 - -
Gas contract settlement
income - 1,710,190 -
Other income - - 20,975
--------- --------- ---------
$3,990,056 $6,362,607 $5,662,594
COSTS AND EXPENSES:
Lease operating $1,082,603 $1,532,475 $1,538,814
Production tax 215,157 240,522 349,607
Depreciation, depletion,
and amortization of oil
and gas properties 599,790 799,874 780,241
Impairment provision - 164,111 684,276
General and administrative 571,548 573,597 591,256
--------- --------- ---------
$2,469,098 $3,310,579 $3,944,194
--------- --------- ---------
NET INCOME $1,520,958 $3,052,028 $1,718,400
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 99,132 $ 188,400 $ 141,030
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,421,826 $2,863,628 $1,577,370
========= ========= =========
NET INCOME per Unit $ 2.94 $ 5.91 $ 3.26
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------- ---------- -------------
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
Net income 2,863,628 188,400 3,052,028
Cash distributions ( 4,744,000) ( 218,149) ( 4,962,149)
---------- ------- ----------
Balance, Dec. 31, 1998 $ 5,469,889 ($417,336) $ 5,052,553
Net income 1,421,826 99,132 1,520,958
Cash distributions ( 1,269,000) ( 61,991) ( 1,330,991)
---------- ------- ----------
Balance, Dec. 31, 1999 $ 5,622,715 ($380,195) $ 5,242,520
========== ======= ==========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,520,958 $3,052,028 $1,718,400
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 599,790 799,874 780,241
Impairment provision - 164,111 684,276
Gain on sale of oil and
gas properties ( 6,465) ( 685,375) ( 176,789)
(Increase) decrease in
accounts receivable-
oil and gas sales ( 196,110) 331,278 235,899
(Increase) decrease in
accounts receivable
- other - 20,975 ( 20,975)
(Increase) decrease in
deferred charge ( 31,369) 209,555 37,176
Increase (decrease) in
accounts payable ( 58,809) ( 61,484) 20,445
Increase (decrease) in
gas imbalance payable ( 2,103) ( 16,139) 40,550
Increase (decrease) in
accrued liability 41,113 23,275 ( 1,633)
--------- --------- ---------
Net cash provided by
operating activities $1,867,005 $3,838,098 $3,317,590
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 39,957) ($ 280,907) ($ 237,163)
Proceeds from sale of
oil and gas properties 14,441 787,854 225,375
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 25,516) $ 506,947 ($ 11,788)
--------- --------- ---------
F-5
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,330,991) ($4,962,149) ($3,351,136)
--------- --------- ---------
Net cash used by financing
activities ($1,330,991) ($4,962,149) ($3,351,136)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 510,498 ($ 617,104) ($ 45,334)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 213,480 830,584 875,918
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 723,978 $ 213,480 $ 830,584
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma
limited partnership, and Geodyne Production Partnership II-B, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-7
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 372,838 $ 107,021
Accounts receivable:
Oil and gas sales 512,039 328,334
--------- ---------
Total current assets $ 884,877 $ 435,355
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,259,415 2,569,828
DEFERRED CHARGE 230,320 179,833
--------- ---------
$3,374,612 $3,185,016
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 89,312 $ 77,383
Gas imbalance payable 21,890 19,790
--------- ---------
Total current liabilities $ 111,202 $ 97,173
ACCRUED LIABILITY $ 97,529 $ 98,681
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 290,773) ($ 320,234)
Limited Partners, issued and
outstanding, 361,719 Units 3,456,654 3,309,396
--------- ---------
Total Partners' capital $3,165,881 $2,989,162
--------- ---------
$3,374,612 $3,185,016
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ----------- ----------
REVENUES:
Oil and gas sales $2,693,717 $2,492,043 $3,816,269
Interest income 9,475 50,430 19,644
Gain on sale of oil
and gas properties 21,562 65,551 203,247
Gas contract settlement
income - 2,793,295 -
--------- --------- ---------
$2,724,754 $5,401,319 $4,039,160
COSTS AND EXPENSES:
Lease operating $ 785,484 $ 938,926 $1,062,972
Production tax 174,652 153,573 251,478
Depreciation, depletion,
and amortization of oil
and gas properties 338,190 532,041 546,957
Impairment provision - - 530,988
General and
Administrative 426,100 430,272 451,569
--------- --------- ---------
$1,724,426 $2,054,812 $2,843,964
--------- --------- ---------
NET INCOME $1,000,328 $3,346,507 $1,195,196
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 63,070 $ 186,085 $ 99,884
========= ========= =========
LIMITED PARTNERS -
NET INCOME $ 937,258 $3,160,422 $1,095,312
========= ========= =========
NET INCOME
per Unit $ 2.59 $ 8.74 $ 3.03
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
----------- ---------- -----------
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
Net income 3,160,422 186,085 3,346,507
Cash distributions ( 4,316,000) ( 201,096) ( 4,517,096)
--------- ------- ---------
Balance, Dec. 31, 1998 $3,309,396 ($320,234) $2,989,162
Net income 937,258 63,070 1,000,328
Cash distributions ( 790,000) ( 33,609) ( 823,609)
--------- ------- ---------
Balance, Dec. 31, 1999 $3,456,654 ($290,773) $3,165,881
========= ======= =========
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, 1999, 1998, and 1997
1999 1998 1997
----------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,000,328 $3,346,507 $1,195,196
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 338,190 532,041 546,957
Impairment provision - - 530,988
Gain on sale of
oil and gas properties ( 21,562) ( 65,551) ( 203,247)
(Increase) decrease in
accounts receivable ( 183,705) 236,818 145,056
Increase in
deferred charge ( 50,487) ( 10,022) ( 9,708)
Increase (decrease) in
accounts payable 11,929 ( 64,371) ( 47,491)
Increase (decrease) in
gas imbalance payable 2,100 ( 4,881) 7,616
Increase (decrease) in
accrued liability ( 1,152) 10,162 2,321
--------- --------- ---------
Net cash provided by
operating activities $1,095,641 $3,980,703 $2,167,688
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 45,756) ($ 83,614) ($ 20,782)
Proceeds from sale of
oil and gas properties 39,541 82,454 251,335
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 6,215) ($ 1,160) $ 230,553
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 823,609) ($4,517,096) ($2,322,924)
--------- --------- ---------
Net cash used by financing
Activities ($ 823,609) ($4,517,096) ($2,322,924)
--------- --------- ---------
F-11
<PAGE>
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 265,817 ($ 537,553) $ 75,317
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 107,021 644,574 569,257
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 372,838 $ 107,021 $ 644,574
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma
limited partnership, and Geodyne Production Partnership II-C, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-13
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 204,820 $ 66,617
Accounts receivable:
Oil and gas sales 244,751 157,275
--------- ---------
Total current assets $ 449,571 $ 223,892
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 1,225,550 1,382,430
DEFERRED CHARGE 129,664 153,412
--------- ---------
$1,804,785 $1,759,734
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 38,355 $ 29,848
Gas imbalance payable 20,300 38,249
--------- ---------
Total current liabilities $ 58,655 $ 68,097
ACCRUED LIABILITY $ 54,063 $ 59,308
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 119,145) ($ 133,264)
Limited Partners, issued and
outstanding, 154,621 Units 1,811,212 1,765,593
--------- ---------
Total Partners' capital $1,692,067 $1,632,329
--------- ---------
$1,804,785 $1,759,734
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,296,468 $1,136,474 $1,796,657
Interest income 5,862 25,163 11,360
Gain on sale of oil
and gas properties 3,257 177,795 156,919
Gas contract settlement
income - 1,197,148 -
Other income - - 1,931
--------- --------- ---------
$1,305,587 $2,536,580 $1,966,867
COSTS AND EXPENSES:
Lease operating $ 345,340 $ 351,162 $ 397,402
Production tax 94,982 75,947 130,419
Depreciation, depletion,
and amortization of oil
and gas properties 180,007 246,338 268,219
Impairment provision - - 66,617
General and administrative 183,887 184,538 193,799
--------- --------- ---------
$ 804,216 $ 857,985 $1,056,456
--------- --------- ---------
NET INCOME $ 501,371 $1,678,595 $ 910,411
========= ========= =========
GENERAL PARTNER - NET INCOME $ 65,752 $ 95,091 $ 57,028
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 435,619 $1,583,504 $ 853,383
========= ========= =========
NET INCOME per Unit $ 2.82 $ 10.24 $ 5.52
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 1,583,504 95,091 1,678,595
Cash distributions ( 2,276,000) ($105,078) ($2,381,078)
--------- ------- ---------
Balance, Dec. 31, 1998 $1,765,593 ($133,264) $1,632,329
Net income 435,619 65,752 501,371
Cash distributions ( 390,000) ( 51,633) ( 441,633)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,811,212 ($119,145) $1,692,067
========= ======= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 501,371 $1,678,595 $ 910,411
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 180,007 246,338 268,219
Impairment provision - - 66,617
Gain on sale of oil
and gas properties ( 3,257) ( 177,795) ( 156,919)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 87,476) 116,124 66,783
(Increase) decrease in
accounts receivable -
other - 1,931 ( 1,931)
(Increase) decrease in
deferred charge 23,748 ( 13,791) 25,332
Increase (decrease) in
accounts payable 8,507 ( 3,445) ( 36,434)
Increase (decrease) in
gas imbalance payable ( 17,949) 15,686 12,177
Increase (decrease) in
accrued liability ( 5,245) 9,661 ( 19,501)
--------- --------- ---------
Net cash provided by
operating activities $ 599,706 $1,873,304 $1,134,754
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 29,574) ($ 34,333) ($ 5,112)
Proceeds from sale of
oil and gas properties 9,704 250,629 208,805
--------- --------- ----------
Net cash provided (used)
by investing activities ($ 19,870) $ 216,296 $ 203,693
--------- --------- ----------
F-17
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 441,633) ($2,381,078) ($1,367,686)
--------- --------- ---------
Net cash used by financing
Activities ($ 441,633) ($2,381,078) ($1,367,686)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 138,203 ($ 291,478) ($ 29,239)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 66,617 358,095 387,334
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 204,820 $ 66,617 $ 358,095
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma
limited partnership, and Geodyne Production Partnership II-D, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-19
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 547,528 $ 311,556
Accounts receivable:
Oil and gas sales 461,491 342,433
--------- ---------
Total current assets $1,009,019 $ 653,989
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,315,758 2,726,713
DEFERRED CHARGE 415,812 614,207
--------- ---------
$3,740,589 $3,994,909
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 76,408 $ 67,934
Gas imbalance payable 114,149 149,648
--------- ---------
Total current liabilities $ 190,557 $ 217,582
ACCRUED LIABILITY $ 146,343 $ 206,215
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 236,260) ($ 247,182)
Limited Partners, issued and
outstanding, 314,878 Units 3,639,949 3,818,294
--------- ---------
Total Partners' capital $3,403,689 $3,571,112
--------- ---------
$3,740,589 $3,994,909
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
REVENUES:
Oil and gas sales $2,598,616 $2,411,051 $4,314,154
Interest income 15,031 66,699 28,919
Gain on sale of oil
and gas properties 36,944 496,238 447,981
Gas contract settlement
income - 3,033,646 -
Other - - 20,267
--------- --------- ---------
$2,650,591 $6,007,634 $4,811,321
COSTS AND EXPENSES:
Lease operating $ 924,509 $ 777,607 $1,331,185
Production tax 182,274 168,364 325,902
Depreciation, depletion,
and amortization of oil
and gas properties 425,805 518,991 689,112
Impairment provision - - 143,957
General and administrative 371,301 374,675 397,583
--------- --------- ---------
$1,903,889 $1,839,637 $2,887,739
--------- --------- ---------
NET INCOME $ 746,702 $4,167,997 $1,923,582
========= ========= =========
GENERAL PARTNER - NET INCOME $ 106,047 $ 225,825 $ 127,204
========= ========= =========
LIMITED PARTNERS -
NET INCOME $ 640,655 $3,942,172 $1,796,378
========= ========= =========
NET INCOME per Unit $ 2.03 $ 12.52 $ 5.70
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- ------------
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
Net income 3,942,172 225,825 4,167,997
Cash distributions ( 5,696,000) ( 249,004) ( 5,945,004)
--------- ------- ---------
Balance, Dec. 31, 1998 $3,818,294 ($247,182) $3,571,112
Net income 640,655 106,047 746,702
Cash distributions ( 819,000) ( 95,125) ( 914,125)
--------- ------- ---------
Balance, Dec. 31, 1999 $3,639,949 ($236,260) $3,403,689
========= ======= =========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 746,702 $4,167,997 $1,923,582
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 425,805 518,991 689,112
Impairment provision - - 143,957
Gain on sale of oil
and gas properties ( 36,944) ( 496,238) ( 447,981)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 119,058) 304,317 146,433
(Increase) decrease in
accounts receivable -
other - 20,267 ( 20,267)
(Increase) decrease in
deferred charge 198,395 ( 69,862) 318,794
Increase (decrease) in
accounts payable 8,474 ( 18,124) ( 73,909)
Increase (decrease) in
gas imbalance payable ( 35,499) 42,644 ( 11,309)
Decrease in
accrued liability ( 59,872) ( 32,868) ( 27,699)
--------- --------- ---------
Net cash provided by
operating activities $1,128,003 $4,437,124 $2,640,713
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 14,850) ($ 1,639) ($ 41,889)
Proceeds from sale of
oil and gas properties 36,944 669,933 629,832
--------- --------- ---------
Net cash provided
by investing activities $ 22,094 $ 668,294 $ 587,943
--------- --------- ---------
F-23
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 914,125) ($5,945,004) ($2,984,251)
--------- --------- ---------
Net cash used by financing
Activities ($ 914,125) ($5,945,004) ($2,984,251)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 235,972 ($ 839,586) $ 244,405
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 311,556 1,151,142 906,737
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 547,528 $ 311,556 $1,151,142
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma
limited partnership, and Geodyne Production Partnership II-E, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-25
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 450,833 $ 376,779
Accounts receivable:
Oil and gas sales 319,501 220,028
--------- ---------
Total current assets $ 770,334 $ 596,807
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,035,168 2,388,613
DEFERRED CHARGE 216,068 275,532
--------- ---------
$3,021,570 $3,260,952
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 48,834 $ 38,881
Gas imbalance payable 151,074 148,458
--------- ---------
Total current liabilities $ 199,908 $ 187,339
ACCRUED LIABILITY $ 42,252 $ 81,050
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 162,586) ($ 173,306)
Limited Partners, issued and
outstanding, 228,821 Units 2,941,996 3,165,869
--------- ---------
Total Partners' capital $2,779,410 $2,992,563
--------- ---------
$3,021,570 $3,260,952
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
REVENUES:
Oil and gas sales $1,810,725 $1,704,463 $2,616,003
Interest income 14,505 99,814 21,722
Gain on sale of oil
and gas properties 23,406 328,245 272,654
Gas contract settlement
income - 6,159,355 -
--------- --------- ---------
$1,848,636 $8,291,877 $2,910,379
COSTS AND EXPENSES:
Lease operating $ 429,026 $ 550,014 $ 700,409
Production tax 128,863 122,476 208,912
Depreciation, depletion,
and amortization of oil
and gas properties 356,203 544,040 626,965
Impairment provision - - 992,851
General and administrative 270,387 276,331 314,835
--------- --------- ---------
$1,184,479 $1,492,861 $2,843,972
--------- --------- ---------
NET INCOME $ 664,157 $6,799,016 $ 66,407
========= ========= =========
GENERAL PARTNER - NET INCOME $ 76,030 $ 356,722 $ 66,976
========= ========= =========
LIMITED PARTNERS -
NET INCOME (LOSS) $ 588,127 $6,442,294 ($ 569)
========= ========= =========
NET INCOME per Unit $ 2.57 $ 28.15 $ .00
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
---------- --------- ----------
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
Net income 6,442,294 356,722 6,799,016
Cash distributions ( 7,371,000) ( 358,011) ( 7,729,011)
--------- ------- ---------
Balance, Dec. 31, 1998 $3,165,869 ($173,306) $2,992,563
Net income 588,127 76,030 664,157
Cash distributions ( 812,000) ( 65,310) ( 877,310)
--------- ------- ---------
Balance, Dec. 31, 1999 $2,941,996 ($162,586) $2,779,410
========= ======= =========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 664,157 $6,799,016 $ 66,407
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 356,203 544,040 626,965
Impairment provision - - 992,851
Gain on sale of oil
and gas properties ( 23,406) ( 328,245) ( 272,654)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 99,473) 195,349 97,196
(Increase) decrease in
accounts receivable -
other - 110 ( 110)
Decrease in deferred
charge 59,464 54,999 25,116
Increase (decrease) in
accounts payable 9,953 ( 61,722) ( 32,578)
Increase (decrease) in
gas imbalance payable 2,616 ( 22,631) 9,908
Increase (decrease) in
accrued liability ( 38,798) 17,425 4,391
--------- --------- ---------
Net cash provided by
operating activities $ 930,716 $7,198,341 $1,517,492
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 7,221) ($ 120,953) ($ 40,623)
Proceeds from sale of
oil and gas properties 27,869 357,625 431,541
--------- --------- ---------
Net cash provided by
investing activities $ 20,648 $ 236,672 $ 390,918
--------- --------- ---------
F-29
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 877,310) ($7,729,011) ($1,766,398)
--------- --------- ---------
Net cash used by financing
Activities ($ 877,310) ($7,729,011) ($1,766,398)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 74,054 ($ 293,998) $ 142,012
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 376,779 670,777 528,765
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 450,833 $ 376,779 $ 670,777
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma
limited partnership, and Geodyne Production Partnership II-F, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-31
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 280,098 $ 153,240
Accounts receivable:
Oil and gas sales 286,995 187,525
--------- ---------
Total current assets $ 567,093 $ 340,765
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,792,192 2,086,592
DEFERRED CHARGE 34,366 46,373
--------- ---------
$2,393,651 $2,473,730
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 27,269 $ 24,007
Gas imbalance payable 5,208 4,233
--------- ---------
Total current liabilities $ 32,477 $ 28,240
ACCRUED LIABILITY $ 22,508 $ 24,995
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 112,893) ($ 144,763)
Limited Partners, issued and
outstanding, 171,400 Units 2,451,559 2,565,258
--------- ---------
Total Partners' capital $2,338,666 $2,420,495
--------- ---------
$2,393,651 $2,473,730
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,665,336 $1,444,802 $2,191,389
Interest income 7,673 18,145 17,447
Gain on sale of oil
and gas properties 565 657,881 557,746
--------- --------- ---------
$1,673,574 $2,120,828 $2,766,582
COSTS AND EXPENSES:
Lease operating $ 350,094 $ 301,416 $ 396,093
Production tax 101,253 96,998 150,372
Depreciation, depletion,
and amortization of oil
and gas properties 306,818 360,697 409,001
Impairment provision - - 1,377,160
General and administrative 201,912 201,745 204,398
--------- --------- ---------
$ 960,077 $ 960,856 $2,537,024
--------- --------- ---------
NET INCOME $ 713,497 $1,159,972 $ 229,558
========= ========= =========
GENERAL PARTNER - NET INCOME $ 98,196 $ 71,519 $ 81,927
========= ========= =========
LIMITED PARTNERS - NET INCOME $ 615,301 $1,088,453 $ 147,631
========= ========= =========
NET INCOME per Unit $ 3.59 $ 6.35 $ .86
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- ----------
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
Net income 1,088,453 71,519 1,159,972
Cash distributions ( 2,114,000) ( 72,927) ( 2,186,927)
--------- ------- ---------
Balance, Dec. 31, 1998 $2,565,258 ($144,763) $2,420,495
Net income 615,301 98,196 713,497
Cash distributions ( 729,000) ( 66,326) ( 795,326)
--------- ------- ---------
Balance, Dec. 31, 1999 $2,451,559 ($112,893) $2,338,666
========= ======= =========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 713,497 $1,159,972 $ 229,558
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 306,818 360,697 409,001
Impairment provision - - 1,377,160
Gain on sale of oil
and gas properties ( 565) ( 657,881) ( 557,746)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 99,470) 146,569 95,745
Decrease in
accounts receivable
- general partner - - 15,285
(Increase) decrease in
accounts receivable -
other - 43 ( 43)
Decrease in deferred
charge 12,007 10,494 14,836
Increase (decrease) in
accounts payable 3,262 ( 40,341) 21,430
Increase (decrease) in
gas imbalance payable 975 ( 20,951) ( 6,393)
Decrease in
accrued liability ( 2,487) ( 2,912) ( 415)
--------- --------- ---------
Net cash provided by
operating activities $ 934,037 $ 955,690 $1,598,418
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 20,155) ($ 75,167) ($ 65,635)
Proceeds from sale of
oil and gas properties 8,302 717,792 758,534
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 11,853) $ 642,625 $ 692,899
--------- --------- ---------
F-35
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 795,326) ($2,186,927) ($1,991,368)
--------- --------- ---------
Net cash used by financing
Activities ($ 795,326) ($2,186,927) ($1,991,368)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 126,858 ($ 588,612) $ 299,949
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 153,240 741,852 441,903
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 280,098 $ 153,240 $ 741,852
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma
limited partnership, and Geodyne Production Partnership II-G, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-37
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 633,816 $ 333,168
Accounts receivable:
Oil and gas sales 605,936 398,538
--------- ---------
Total current assets $1,239,752 $ 731,706
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 3,857,776 4,492,141
DEFERRED CHARGE 77,306 101,955
--------- ---------
$5,174,834 $5,325,802
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 58,877 $ 51,385
Gas imbalance payable 11,288 9,029
--------- ---------
Total current liabilities $ 70,165 $ 60,414
ACCRUED LIABILITY $ 52,863 $ 57,830
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 266,026) ($ 304,885)
Limited Partners, issued and
outstanding, 372,189 Units 5,317,832 5,512,443
--------- ---------
Total Partners' capital $5,051,806 $5,207,558
--------- ---------
$5,174,834 $5,325,802
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,527,599 $3,072,455 $4,670,245
Interest income 16,880 38,524 37,746
Gain on sale of oil
and gas properties 1,063 1,374,966 1,226,822
--------- --------- ---------
$3,545,542 $4,485,945 $5,934,813
COSTS AND EXPENSES:
Lease operating $ 749,121 $ 643,300 $ 859,059
Production tax 216,108 209,399 326,663
Depreciation, depletion,
and amortization of oil
and gas properties 660,153 778,782 916,396
Impairment provision - - 3,101,656
General and administrative 438,106 437,963 443,590
--------- --------- ---------
$2,063,488 $2,069,444 $5,647,364
--------- --------- ---------
NET INCOME $1,482,054 $2,416,501 $ 287,449
========= ========= =========
GENERAL PARTNER - NET INCOME $ 99,665 $ 150,050 $ 172,947
========= ========= =========
LIMITED PARTNERS - NET INCOME $1,382,389 $2,266,451 $ 114,502
========= ========= =========
NET INCOME per Unit $ 3.71 $ 6.09 $ .31
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- -------------
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
Net income 2,266,451 150,050 2,416,501
Cash distributions ( 4,445,000) ( 142,543) ( 4,587,543)
---------- ------- ----------
Balance, Dec. 31, 1998 $ 5,512,443 ($304,885) $ 5,207,558
Net income 1,382,389 99,665 1,482,054
Cash distributions ( 1,577,000) ( 60,806) ( 1,637,806)
---------- ------- ----------
Balance, Dec. 31, 1999 $ 5,317,832 ($266,026) $ 5,051,806
========== ======= ==========
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,482,054 $2,416,501 $ 287,449
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 660,153 778,782 916,396
Impairment provision - - 3,101,656
Gain on sale of oil
and gas properties ( 1,063) ( 1,374,966) ( 1,226,822)
Decrease in
accounts receivable -
general partner - - 34,620
(Increase) decrease in
accounts receivable -
oil and gas sales ( 207,398) 311,798 201,103
Decrease in
deferred charge 24,649 22,022 31,741
Increase (decrease) in
accounts payable 7,492 ( 84,376) 42,114
Increase (decrease) in
gas imbalance payable 2,259 ( 48,221) ( 14,745)
Increase (decrease) in
accrued liability ( 4,967) ( 6,279) 7,197
--------- --------- ---------
Net cash provided by
operating activities $1,963,179 $2,015,261 $3,380,709
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 42,704) ($ 162,692) ($ 143,657)
Proceeds from sale of
oil and gas properties 17,979 1,503,817 1,658,135
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 24,725) $1,341,125 $1,514,478
--------- --------- ---------
F-41
<PAGE>
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,637,806) ($4,587,543) ($4,263,027)
--------- --------- ---------
Net cash used by financing
Activities ($1,637,806) ($4,587,543) ($4,263,027)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 300,648 ($1,231,157) $ 632,160
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 333,168 1,564,325 932,165
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 633,816 $ 333,168 $1,564,325
========= ========= =========
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
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma
limited partnership, and Geodyne Production Partnership II-H, an Oklahoma
general partnership, at December 31, 1999 and 1998, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Partnerships' management; our responsibility is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 8, 2000
F-43
<PAGE>
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 147,018 $ 78,275
Accounts receivable:
Oil and gas sales 143,876 95,260
--------- ---------
Total current assets $ 290,894 $ 173,535
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 906,816 1,057,945
DEFERRED CHARGE 18,072 23,749
--------- ---------
$1,215,782 $1,255,229
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 14,504 $ 12,408
Gas imbalance payable 2,789 -
--------- ---------
Total current liabilities $ 17,293 $ 12,408
ACCRUED LIABILITY $ 11,016 $ 12,063
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 66,614) ($ 75,631)
Limited Partners, issued and
outstanding, 91,711 Units 1,254,087 1,306,389
--------- ---------
Total Partners' capital $1,187,473 $1,230,758
--------- ---------
$1,215,782 $1,255,229
========= =========
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, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $ 836,927 $ 733,613 $1,119,734
Interest income 3,613 8,669 8,764
Gain on sale of
oil and gas properties 421 317,342 286,788
--------- --------- ---------
$ 840,961 $1,059,624 $1,415,286
COSTS AND EXPENSES:
Lease operating $ 180,929 $ 154,123 $ 209,123
Production tax 51,729 51,340 80,919
Depreciation, depletion,
and amortization of oil
and gas properties 157,329 178,994 202,115
Impairment provision - - 785,220
General and administrative 108,016 107,912 109,301
--------- --------- ---------
$ 498,003 $ 492,369 $1,386,678
--------- --------- ---------
NET INCOME $ 342,958 $ 567,255 $ 28,608
========= ========= =========
GENERAL PARTNER - NET INCOME $ 23,260 $ 35,089 $ 40,425
========= ========= =========
LIMITED PARTNERS - NET INCOME
(LOSS) $ 319,698 $ 532,166 ($ 11,817)
========= ========= =========
NET INCOME (LOSS) per Unit $ 3.49 $ 5.80 ($ .13)
========= ========= =========
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ --------- ------------
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
Net income 532,166 35,089 567,255
Cash distributions ( 1,033,000) ( 31,924) ( 1,064,924)
--------- ------ ---------
Balance, Dec. 31, 1998 $1,306,389 ($75,631) $1,230,758
Net income 319,698 23,260 342,958
Cash distributions ( 372,000) ( 14,243) ( 386,243)
--------- ------ ---------
Balance, Dec. 31, 1999 $1,254,087 ($66,614) $1,187,473
========= ====== =========
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, 1999, 1998, and 1997
1999 1998 1997
-------- -------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $342,958 $567,255 $ 28,608
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 157,329 178,994 202,115
Impairment provision - - 785,220
Gain on sale of oil
and gas properties ( 421) ( 317,342) ( 286,788)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 48,616) 73,573 47,741
Decrease in
accounts receivable -
general partner - - 9,151
Decrease in
deferred charge 5,677 5,770 8,703
Increase (decrease) in
accounts payable 2,096 ( 19,517) 8,571
Increase (decrease) in gas
imbalance payable 2,789 ( 13,149) ( 3,398)
Increase (decrease) in
accrued liability ( 1,047) ( 2,585) 509
------- ------- -------
Net cash provided by
operating activities $460,765 $472,999 $800,432
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 10,121) ($ 40,018) ($ 35,978)
Proceeds from sale of
oil and gas properties 4,342 345,716 414,950
------- ------- -------
Net cash provided (used) by
investing activities ($ 5,779) $305,698 $378,972
------- ------- -------
F-47
<PAGE>
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($ 386,243) ($1,064,924) ($1,036,386)
--------- --------- ---------
Net cash used by financing
Activities ($ 386,243) ($1,064,924) ($1,036,386)
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS $ 68,743 ($ 286,227) $ 143,018
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 78,275 364,502 $ 221,484
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 147,018 $ 78,275 $ 364,502
========= ========= =========
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, 1999, 1998, and 1997
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, 1999:
F-49
<PAGE>
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 93,127 19.2%
II-B 70,425 19.5%
II-C 37,953 24.5%
II-D 51,109 16.2%
II-E 46,087 20.1%
II-F 28,182 16.4%
II-G 50,377 13.5%
II-H 16,548 18.0%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally
short-term in nature and are dependent upon the obtaining of transportation
services provided by pipelines. The Partnerships' oil is sold at or near the
Partnerships' wells under short-term purchase contracts at prevailing
arrangements which are customary in the oil industry. The prices received for
the Partnerships' oil and gas are subject to influences such as global
consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
F-50
<PAGE>
Before Payout(1) After Payout(1)
-------------------- --------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(3) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(3) 5% 95% 15% 85%
Income(2)
- -----------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(3) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 95.9596% to the
limited partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the Limited
Partners are allocated 95% of such costs and the General Partner is
allocated 5% of such costs.
(3) If at payout, the Limited Partners have received distributions at an
annual rate less than 12% of their subscriptions, the percentage of income
and costs allocated to the general partner and managing partner will
increase to only 10% and the percentage allocated to the Limited Partners
will decrease to only 90%. Thereafter, if the
F-51
<PAGE>
distribution to Limited Partners reaches an average annual rate of 12% the
allocation will change to 15% to the general partner and managing partner
and 85% to the Limited Partners.
The II-C Partnership achieved payout during the fourth quarter of 1998.
The II-D, II-E, and II-F Partnerships achieved payout during the second, third,
and first quarters of 1999, respectively. The II-A and II-G Partnerships
achieved payout during the first quarter of 2000. After payout, operations and
revenues for the II-A, II-C, II-D, II-E, II-F, and II-G Partnerships have been
and will be allocated using the 10% / 90% after payout percentages as described
in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net
F-52
<PAGE>
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, 1999, 1998, and 1997 were as
follows:
Partnership 1999 1998 1997
----------- ----- ----- -----
II-A $2.18 $2.46 $2.19
II-B 1.68 2.61 2.26
II-C 1.78 2.55 2.24
II-D 2.11 2.47 2.29
II-E 2.61 3.74 3.62
II-F 2.36 2.93 2.87
II-G 2.40 2.98 3.01
II-H 2.42 2.87 2.78
When complete units of depreciable property are retired or sold, the asset
cost and related accumulated depreciation are eliminated with any gain or loss
reflected in income. When less than complete units of depreciable property are
retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such properties, the cost of the properties is written down to
fair value, which is determined by using the discounted future cash flows from
the properties. During 1999, 1998, and 1997, the Partnerships recorded the
following non-cash charges against earnings (impairment provisions):
F-53
<PAGE>
Partnership 1999 1998 1997
----------- -------- -------- --------
II-A - $164,111 $223,943
II-B - - 134,003
II-C - - 36,163
II-D - - 143,957
II-E - - 317,979
II-F - - 208,255
II-G - - 489,672
II-H - - 125,223
The risk that the Partnerships will be required to record similar
impairment provisions in the future increases as oil and gas prices decrease.
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 was unlikely that these unproved properties would be
developed due to low oil and gas prices 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, 1999 and 1998, 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:
F-54
<PAGE>
1999 1998
---------------------- ----------------------
Partnership Mcf Amount Mcf Amount
----------- -------- -------- --------- ---------
II-A 785,230 $732,855 775,894 $701,486
II-B 239,418 230,320 173,183 179,833
II-C 198,567 129,664 206,671 153,412
II-D 534,394 415,812 721,663 614,207
II-E 330,480 216,068 373,755 275,532
II-F 57,459 34,366 81,585 46,373
II-G 128,266 77,306 179,624 101,955
II-H 29,495 18,072 41,907 23,749
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, 1999 and 1998,
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:
1999 1998
-------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 237,263 $221,438 199,453 $180,325
II-B 101,382 97,529 95,032 98,681
II-C 82,792 54,063 79,897 59,308
II-D 188,077 146,343 242,292 206,215
II-E 64,625 42,252 109,943 81,050
II-F 37,632 22,508 43,974 24,995
II-G 87,710 52,863 101,886 57,830
II-H 17,979 11,016 21,287 12,063
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
F-55
<PAGE>
share of estimated total gas reserves underlying the property, at which time
such excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices received for the volumes at the
time the overproduction occurred. This also approximates the price for which the
Partnerships are currently settling this liability. At December 31, 1999 and
1998 total sales exceeded the Partnerships' share of estimated total gas
reserves as follows:
1999 1998
-------------------- ---------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- ---------
II-A 82,534 $123,801 83,936 $125,904
II-B 14,593 21,890 13,193 19,790
II-C 13,533 20,300 25,499 38,249
II-D 76,099 114,149 99,765 149,648
II-E 100,716 151,074 98,972 148,458
II-F 3,472 5,208 2,822 4,233
II-G 7,525 11,288 6,019 9,029
II-H 1,859 2,789 - -
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of current estimates of total
gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
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
F-56
<PAGE>
significant estimates which could materially differ from the actual amounts
ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated due to expense limitations
imposed by the Partnership Agreements. The following is a summary of payments
made to the General Partner or its affiliates by the Partnerships for general
and administrative overhead costs for the years ended December 31, 1999, 1998,
and 1997:
Partnership 1999 1998 1997
----------- -------- -------- --------
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.
F-57
<PAGE>
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of each Partnership's combined oil and gas sales for the
years ended December 31, 1999, 1998, and 1997:
Partnership Purchaser Percentage
- ----------- ------------------------ ------------------------
1999 1998 1997
----- ----- -----
II-A El Paso Energy Marketing
Company ("El Paso") 29.3% 32.8% 29.7%
Amoco Production Company 16.3% 13.0% 14.8%
Hallwood Petroleum, Inc.
("Hallwood') - 10.1% 12.1%
II-B El Paso 37.6% 37.6% 31.8%
Hallwood 13.6% 15.6% 16.3%
II-C El Paso 35.4% 36.2% 29.3%
II-D El Paso 27.6% 28.4% 22.8%
Vintage Petroleum Inc. 10.7% 10.9% -
II-E El Paso 46.3% 47.8% 41.3%
II-F El Paso 23.7% 30.8% 24.5%
Chevron U.S.A. Inc.
("Chevron") 10.4% 13.2% -
Texaco Exploration and
Production, Inc.
("Texaco") 10.0% 12.7% 11.1%
II-G El Paso 23.5% 30.6% 24.3%
Chevron 10.3% 13.0% -
Texaco 10.1% 12.8% 11.1%
II-H El Paso 23.3% 30.2% 23.9%
Texaco 10.2% 12.8% 11.1%
Chevron - 12.6% -
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
F-58
<PAGE>
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, 1999 and 1998 were as
follows:
II-A Partnership
----------------
1999 1998
------------- -------------
Proved properties $30,969,868 $31,003,185
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 27,428,381) ( 26,893,889)
---------- ----------
Net oil and gas
Properties $ 3,541,487 $ 4,109,296
========== ==========
II-B Partnership
----------------
1999 1998
------------- -------------
Proved properties $21,399,549 $21,466,096
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 19,140,134) ( 18,896,268)
---------- ----------
Net oil and gas
Properties $ 2,259,415 $ 2,569,828
========== ==========
F-59
<PAGE>
II-C Partnership
----------------
1999 1998
------------- -------------
Proved properties $ 9,295,714 $ 9,312,977
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 8,070,164) ( 7,930,547)
---------- ----------
Net oil and gas
Properties $ 1,225,550 $ 1,382,430
========== ==========
II-D Partnership
----------------
1999 1998
------------- -------------
Proved properties $16,790,252 $16,994,856
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 14,474,494) ( 14,268,143)
---------- ----------
Net oil and gas
Properties $ 2,315,758 $ 2,726,713
========== ==========
II-E Partnership
----------------
1999 1998
------------- -------------
Proved properties $14,907,547 $15,313,160
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 12,872,379) ( 12,924,547)
---------- ----------
Net oil and gas
Properties $ 2,035,168 $ 2,388,613
========== ==========
F-60
<PAGE>
II-F Partnership
----------------
1999 1998
------------- -------------
Proved properties $11,059,749 $11,240,487
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 9,267,557) ( 9,153,895)
---------- ----------
Net oil and gas
Properties $ 1,792,192 $ 2,086,592
========== ==========
II-G Partnership
----------------
1999 1998
------------- -------------
Proved properties $23,632,847 $24,013,074
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 19,775,071) ( 19,520,933)
---------- ----------
Net oil and gas
Properties $ 3,857,776 $ 4,492,141
========== ==========
II-H Partnership
----------------
1999 1998
------------- -------------
Proved properties $ 5,681,892 $5,770,764
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 4,775,076) ( 4,712,819)
--------- ---------
Net oil and gas
Properties $ 906,816 $1,057,945
========= =========
F-61
<PAGE>
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 1999, 1998, or 1997. Costs incurred
by the Partnerships in connection with oil and gas property development
activities during 1999, 1998, and 1997 were as follows:
Partnership 1999 1998 1997
----------- -------- -------- --------
II-A $39,957 $280,907 $237,163
II-B 45,756 83,614 20,782
II-C 29,574 34,333 5,112
II-D 14,850 1,639 41,889
II-E 7,221 120,953 40,623
II-F 20,155 75,167 65,635
II-G 42,704 162,692 143,657
II-H 10,121 40,018 35,978
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, 1999, 1998, and
1997 were estimated by petroleum engineers employed by affiliates of the
Partnerships. Certain reserve information was reviewed by Ryder Scott Company,
L.P., an independent petroleum engineering firm. The following information
includes certain gas balancing adjustments which cause the gas volumes to differ
from the reserve reports prepared by the General Partner and reviewed by Ryder
Scott.
F-62
<PAGE>
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 86,428) (1,433,552)
Sales of minerals in
place ( 7,026) ( 512,403)
Extensions and discoveries 14,823 335,915
Revision of previous
estimates (100,249) 986,384
------- ---------
Proved reserves, Dec. 31, 1998 360,463 7,732,781
Production ( 84,033) (1,149,550)
Extensions and discoveries 3,888 28,864
Revision of previous
estimates 449,713 435,306
------- ---------
Proved reserves, Dec. 31, 1999 730,031 7,047,401
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 539,105 8,330,114
======= =========
December 31, 1998 360,463 7,732,781
======= =========
December 31, 1999 729,967 7,045,456
======= =========
F-63
<PAGE>
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 53,095) ( 904,066)
Sales of minerals in
place ( 218) ( 70,834)
Extensions and discoveries 14 93,326
Revision of previous
estimates ( 94,739) 963,230
------- ---------
Proved reserves, Dec. 31, 1998 239,827 5,310,753
Production ( 56,749) ( 870,203)
Extensions and discoveries 6,352 47,148
Revision of previous
estimates 262,357 785,597
------- ---------
Proved reserves, Dec. 31, 1999 451,787 5,273,295
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 387,865 5,229,097
======= =========
December 31, 1998 239,827 5,310,753
======= =========
December 31, 1999 451,787 5,273,295
======= =========
F-64
<PAGE>
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 16,806) ( 478,643)
Sales of minerals in
place ( 7,580) ( 252,950)
Extensions and discoveries - 33,756
Revision of previous
estimates ( 19,094) 411,699
------- ---------
Proved reserves, Dec. 31, 1998 118,667 3,603,745
Production ( 17,691) ( 500,545)
Extensions and discoveries 2,725 20,208
Revision of previous
estimates 83,580 483,041
------- ---------
Proved reserves, Dec. 31, 1999 187,281 3,606,449
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 162,147 3,889,883
======= =========
December 31, 1998 118,667 3,603,745
======= =========
December 31, 1999 187,281 3,606,449
======= =========
F-65
<PAGE>
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 37,733) ( 1,034,372)
Sales of minerals in
place ( 13,129) ( 478,907)
Revision of previous
estimates ( 75,195) 482,043
------- ----------
Proved reserves, Dec. 31, 1998 256,982 8,224,693
Production ( 33,890) ( 1,010,194)
Revision of previous
estimates 314,019 1,272,422
------- ----------
Proved reserves, Dec. 31, 1999 537,111 8,486,921
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1997 383,039 9,225,929
======= ==========
December 31, 1998 256,982 8,224,693
======= ==========
December 31, 1999 537,111 8,486,921
======= ==========
F-66
<PAGE>
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 37,508) ( 647,841)
Sales of minerals in
place ( 12,363) ( 95,923)
Extensions and discoveries 4,016 25,354
Revision of previous
estimates ( 28,140) 104,040
------- ---------
Proved reserves, Dec. 31, 1998 163,199 4,459,632
Production ( 32,352) ( 624,562)
Revision of previous
estimates 126,214 253,008
------- ---------
Proved reserves, Dec. 31, 1999 257,061 4,088,078
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 237,194 5,074,002
======= =========
December 31, 1998 163,199 4,459,632
======= =========
December 31, 1999 257,061 4,088,078
======= =========
F-67
<PAGE>
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 36,915) ( 516,917)
Sales of minerals in
place ( 30,197) ( 195,711)
Extensions and discoveries 15,660 204,591
Revision of previous
estimates ( 23,426) 189,290
------- ---------
Proved reserves, Dec. 31, 1998 240,941 3,625,312
Production ( 34,859) ( 569,382)
Sales of minerals in
place ( 183) ( 1,546)
Revision of previous
Estimates 82,817 160,740
------- ---------
Proved reserves, Dec. 31, 1999 288,716 3,215,124
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 311,286 3,887,405
======= =========
December 31, 1998 240,941 3,625,312
======= =========
December 31, 1999 288,716 3,215,124
======= =========
F-68
<PAGE>
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
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
Production ( 77,421) ( 1,105,661)
Sales of minerals in
place ( 63,148) ( 412,018)
Extensions and discoveries 33,192 439,223
Revision of previous
estimates ( 49,470) 397,952
------- ----------
Proved reserves, Dec. 31, 1998 507,493 7,768,284
Production ( 73,361) ( 1,210,210)
Sales of minerals in
place ( 414) ( 3,502)
Revision of previous
Estimates 173,496 343,572
------- ----------
Proved reserves, Dec. 31, 1999 607,214 6,898,144
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1997 654,514 8,325,952
======= ==========
December 31, 1998 507,493 7,768,284
======= ==========
December 31, 1999 607,214 6,898,144
======= ==========
F-69
<PAGE>
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
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
Production ( 17,978) ( 266,337)
Sales of minerals in
place ( 14,518) ( 96,575)
Extensions and discoveries 7,874 106,568
Revision of previous
estimates ( 11,652) 93,717
------- ---------
Proved reserves, Dec. 31, 1998 119,166 1,882,355
Production ( 17,055) ( 287,724)
Sales of minerals in
place ( 110) ( 925)
Revision of previous
Estimates 40,154 79,652
------- ---------
Proved reserves, Dec. 31, 1999 142,155 1,673,358
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 153,015 2,014,661
======= =========
December 31, 1998 119,166 1,882,355
======= =========
December 31, 1999 142,155 1,673,358
======= =========
F-70
<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, 1999 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 $32,560,933 $22,234,028
Future production and
development costs ( 11,218,519) ( 7,407,239)
---------- ----------
Future net cash
flows $21,342,414 $14,826,789
10% discount to
reflect timing of
cash flows ( 8,772,202) ( 5,446,450)
---------- ----------
Standardized measure
of discounted
future net cash
flows $12,570,212 $ 9,380,339
========== ==========
F-71
<PAGE>
Partnership
----------------------------------
II-C II-D
------------- -------------
Future cash inflows $12,441,261 $30,279,331
Future production and
development costs ( 3,759,714) ( 10,464,950)
---------- ----------
Future net cash
flows $ 8,681,547 $19,814,381
10% discount to
reflect timing of
cash flows ( 3,612,713) ( 8,687,253)
---------- ----------
Standardized measure
of discounted
future net cash
flows $ 5,068,834 $11,127,128
========== ==========
Partnership
----------------------------------
II-E II-F
------------- -------------
Future cash inflows $14,869,537 $13,734,585
Future production and
development costs ( 4,478,341) ( 3,599,080)
---------- ----------
Future net cash
flows $10,391,196 $10,135,505
10% discount to
reflect timing of
cash flows ( 4,109,455) ( 4,325,066)
---------- ----------
Standardized measure
of discounted
future net cash
flow $ 6,281,741 $ 5,810,439
========== ==========
F-72
<PAGE>
Partnership
----------------------------------
II-G II-H
------------- -------------
Future cash inflows $29,209,285 $ 6,977,383
Future production and
development costs ( 7,713,823) ( 1,864,139)
---------- ----------
Future net cash
flows $21,495,462 $ 5,113,244
10% discount to
reflect timing of
cash flows ( 9,170,889) ( 2,181,990)
---------- ----------
Standardized measure
of discounted
future net cash
flows $12,324,573 $ 2,931,254
========== ==========
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, 1999 using oil and
gas prices of approximately $22.75 per barrel and $2.24 per Mcf, respectively.
F-73
<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 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.
F-74
<PAGE>
4.4 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.2 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.5 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.3 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.6 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.4 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.7 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.5 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.8 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.6 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.9 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.7 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
4.10 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.8 to Registrant's Current Report on Form
8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and
is hereby incorporated by reference.
F-75
<PAGE>
4.11 Third Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit
4.12 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the SEC on April 4, 1996 and is
hereby incorporated by reference.
4.12 Third Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit
4.13 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the SEC on April 4, 1996 and is
hereby incorporated by reference.
4.13 Third Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit
4.14 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the SEC on April 4, 1996 and is
hereby incorporated by reference.
4.14 Third Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.15 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1995 filed with the SEC on April 4, 1996 and is
hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership II-B.
*23.3 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-C.
*23.4 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-D.
*23.5 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-E.
*23.6 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-F.
*23.7 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-G.
*23.8 Consent of Ryder Scott Company L.P. for Geodyne Energy Income
Limited Partnership II-H.
F-76
<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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
*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, 1999 and for the year ended
December 31, 1999.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
F-77
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-A.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-B.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
<PAGE>
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-C.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-D.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-E.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-F.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-G.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
RYDER SCOTT COMPANY
PETROLEUM CONSULTANTS Fax (713) 651-0849
1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191
CONSENT OF PETROLEUM ENGINEERING FIRM
We consent to the reference to our name included in this Annual Report on
Form 10-K for the year ended December 31, 1999 for Geodyne Energy Income Limited
Partnership II-H.
RYDER SCOTT COMPANY, L.P.
Houston, Texas
February 4, 2000
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000824894
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-A
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 723,978
<SECURITIES> 0
<RECEIVABLES> 702,392
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,426,370
<PP&E> 30,969,868
<DEPRECIATION> 27,428,381
<TOTAL-ASSETS> 5,700,712
<CURRENT-LIABILITIES> 236,754
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,242,520
<TOTAL-LIABILITY-AND-EQUITY> 5,700,712
<SALES> 3,762,931
<TOTAL-REVENUES> 3,990,056
<CGS> 0
<TOTAL-COSTS> 2,469,098
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,520,958
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,520,958
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,520,958
<EPS-BASIC> 2.94
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000826345
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-B
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 372,838
<SECURITIES> 0
<RECEIVABLES> 512,039
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 884,877
<PP&E> 21,399,549
<DEPRECIATION> 19,140,134
<TOTAL-ASSETS> 3,374,612
<CURRENT-LIABILITIES> 111,202
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,165,881
<TOTAL-LIABILITY-AND-EQUITY> 3,374,612
<SALES> 2,693,717
<TOTAL-REVENUES> 2,724,754
<CGS> 0
<TOTAL-COSTS> 1,724,426
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,000,328
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,000,328
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,000,328
<EPS-BASIC> 2.59
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000833054
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-C
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 204,820
<SECURITIES> 0
<RECEIVABLES> 244,751
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 449,571
<PP&E> 9,295,714
<DEPRECIATION> 8,070,164
<TOTAL-ASSETS> 1,804,785
<CURRENT-LIABILITIES> 58,655
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,692,067
<TOTAL-LIABILITY-AND-EQUITY> 1,804,785
<SALES> 1,296,468
<TOTAL-REVENUES> 1,305,587
<CGS> 0
<TOTAL-COSTS> 804,216
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 501,371
<INCOME-TAX> 0
<INCOME-CONTINUING> 501,371
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 501,371
<EPS-BASIC> 2.82
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000833526
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-D
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 547,528
<SECURITIES> 0
<RECEIVABLES> 461,491
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,009,019
<PP&E> 16,790,252
<DEPRECIATION> 14,474,494
<TOTAL-ASSETS> 3,740,589
<CURRENT-LIABILITIES> 190,557
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 3,403,689
<TOTAL-LIABILITY-AND-EQUITY> 3,740,589
<SALES> 2,598,616
<TOTAL-REVENUES> 2,650,591
<CGS> 0
<TOTAL-COSTS> 1,903,889
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 746,702
<INCOME-TAX> 0
<INCOME-CONTINUING> 746,702
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 746,702
<EPS-BASIC> 2.03
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000842881
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-E
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 450,833
<SECURITIES> 0
<RECEIVABLES> 319,501
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 770,334
<PP&E> 14,907,547
<DEPRECIATION> 12,872,379
<TOTAL-ASSETS> 3,021,570
<CURRENT-LIABILITIES> 199,908
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,779,410
<TOTAL-LIABILITY-AND-EQUITY> 3,021,570
<SALES> 1,810,725
<TOTAL-REVENUES> 1,848,636
<CGS> 0
<TOTAL-COSTS> 1,184,479
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 664,157
<INCOME-TAX> 0
<INCOME-CONTINUING> 664,157
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 664,157
<EPS-BASIC> 2.57
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000850506
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-F
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 280,098
<SECURITIES> 0
<RECEIVABLES> 286,995
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 567,093
<PP&E> 11,059,749
<DEPRECIATION> 9,267,557
<TOTAL-ASSETS> 2,393,651
<CURRENT-LIABILITIES> 32,477
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 2,338,666
<TOTAL-LIABILITY-AND-EQUITY> 2,393,651
<SALES> 1,665,336
<TOTAL-REVENUES> 1,673,574
<CGS> 0
<TOTAL-COSTS> 960,077
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 713,497
<INCOME-TAX> 0
<INCOME-CONTINUING> 713,497
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 713,497
<EPS-BASIC> 3.59
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000851724
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-G
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 633,816
<SECURITIES> 0
<RECEIVABLES> 605,936
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 1,239,752
<PP&E> 23,632,847
<DEPRECIATION> 19,775,071
<TOTAL-ASSETS> 5,174,834
<CURRENT-LIABILITIES> 70,165
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 5,051,806
<TOTAL-LIABILITY-AND-EQUITY> 5,174,834
<SALES> 3,527,599
<TOTAL-REVENUES> 3,545,542
<CGS> 0
<TOTAL-COSTS> 2,063,488
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 1,482,054
<INCOME-TAX> 0
<INCOME-CONTINUING> 1,482,054
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,482,054
<EPS-BASIC> 3.71
<EPS-DILUTED> 0
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000854062
<NAME> GEODYNE ENERGY INCOME LIMITED PSHIP II-H
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> DEC-31-1999
<CASH> 147,018
<SECURITIES> 0
<RECEIVABLES> 143,876
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 290,894
<PP&E> 5,681,892
<DEPRECIATION> 4,775,076
<TOTAL-ASSETS> 1,215,782
<CURRENT-LIABILITIES> 17,293
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 1,187,473
<TOTAL-LIABILITY-AND-EQUITY> 1,215,782
<SALES> 836,927
<TOTAL-REVENUES> 840,961
<CGS> 0
<TOTAL-COSTS> 498,003
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 342,958
<INCOME-TAX> 0
<INCOME-CONTINUING> 342,958
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 342,958
<EPS-BASIC> 3.49
<EPS-DILUTED> 0
</TABLE>
