FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
Commission File Number:
I-B: 0-14657 I-C: 0-14658 I-D: 0-15831 I-E: 0-15832
I-F: 0-15833
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
---------------------------------------------
(Exact name of Registrant as specified in its Articles)
I-B 73-1231998
I-C 73-1252536
I-D 73-1265223
I-E 73-1270110
Oklahoma I-F 73-1292669
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units in Geodyne Energy Income Limited Partnerships I-B
through I-F
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to the filing requirements for the past 90
days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
Yes X No (Disclosure is contained herein)
----- -----
The Registrants are limited partnerships and there is no public
market for trading in the partnership interests.
DOCUMENTS INCORPORATED BY REFERENCE: None
FORM 10-K
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 20
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 21
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER
MATTERS . . . . . . . . . . . . . . . . . . . . . 21
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 25
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 30
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 49
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 49
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER . . . . . . . . . . . . . . . . . . . . . 49
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 52
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 59
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 60
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 63
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 67
iii
PART I
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership I-B (the "I-B
Partnership"), Geodyne Energy Income Limited Partnership I-C (the "I-C
Partnership"), Geodyne Energy Income Limited Partnership I-D (the "I-D
Partnership"), Geodyne Energy Income Limited Partnership I-E (the "I-E
Partnership"), and Geodyne Energy Income Limited Partnership I-F (the
"I-F Partnership") (collectively, the "Partnerships") are limited
partnerships formed under the Oklahoma Revised Uniform Limited
Partnership Act. Each Partnership is composed of public investors as
limited partners (the "Limited Partners") and Geodyne Properties,
Inc., a Delaware corporation, as the general partner.
On the dates set forth below, investors who made the aggregate
capital contributions set forth below were admitted as Limited
Partners to the Partnerships and the Partnerships commenced
operations.
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ -------------
I-B July 12, 1985 $11,957,700
I-C December 20, 1985 8,884,900
I-D March 4, 1986 7,194,700
I-E September 10, 1986 41,839,400
I-F December 16, 1986 14,320,900
Immediately following activation of each Partnership and in
accordance with its Amended and Restated Agreement and Certificate of
Limited Partnership (the "Partnership Agreement"), each Partnership
invested as a general partner in a separate Oklahoma general
partnership (sometimes collectively referred to herein as the
"Production Partnership"). Geodyne Production Company, a Delaware
corporation, is the managing partner of the Production Partnerships.
Each Partnership's investment in its related Production Partnership is
the sole business and purpose of each Partnership. Unless the context
indicates otherwise, all references to any single Partnership or all
of the Partnerships in this Annual Report on Form 10-K (the "Annual
Report") are references to the Partnership and the Production
Partnership, collectively. In addition, unless the context indicates
otherwise, all references to the "General Partner" in this Annual
1
Report are references to Geodyne Properties, Inc., the general partner of
the Partnerships, and Geodyne Production Company, the managing partner
of the Production Partnerships.
The General Partner currently serves as general partner of 29
limited partnerships, including the Partnerships. The General Partner
is a wholly-owned subsidiary of Geodyne Resources, Inc. ("Geodyne
Resources"). Geodyne Resources is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including the General Partner (collectively,
the "Samson Companies"), are engaged in the production and development
of and exploration for oil and gas reserves and the acquisition and
operation of producing properties. At December 31, 1995, the Samson
Companies owned interests in approximately 18,000 oil and gas wells
located in 19 states of the United States and 3 provinces of Canada.
At December 31, 1995, the Samson Companies operated approximately
3,100 oil and gas wells located in 15 states of the United States, 2
provinces of Canada, Venezuela, and Russia.
The Partnerships are currently engaged in the business of owning
interests in producing oil and gas properties located in the
continental United States. The Partnerships may also engage to a
limited extent in development drilling on producing oil and gas
properties as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers,
directors, or employees. They rely instead on the personnel of the
General Partner and the other Samson Companies. As of March 15, 1996,
the Samson Companies employed approximately 830 persons. No employees
are covered by collective bargaining agreements, and management
believes that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of the
General Partner, see "Item 10. Directors and Executive Officers of the
General Partner."
The General Partner's and the Partnerships' principal place of
business is located at Samson Plaza, Two West Second Street, Tulsa,
Oklahoma 74103, and their telephone number is (918) 583-1791 or
(800) 283-1791.
Funding
Although the Partnership Agreements permit the Partnerships to
incur borrowings, the Partnerships' operations and expenses are
currently funded out of each Partnership's revenues from oil and gas
sales. The General Partner may, but is not required to, advance funds
to a Partnership for the same purposes for which Partnership
borrowings are authorized.
2
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and natural 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 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), the supply and price of foreign imports of oil
and gas, the level of consumer product demand (which is 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 cannot be
accurately predicted or anticipated.
As a general rule, in recent years, worldwide oil production
capacity and gas production capacity in the United States exceeded
demand and resulted in a decline in the average price of oil and gas
in the United States. During the later part of 1994 and 1995,
however, average oil prices in the United States increased. Oil
prices increased from approximately $16.50 per barrel at December 31,
1994 to approximately $18.50 per barrel at December 31, 1995.
Management is unable to predict whether future oil prices will
(i) stabilize, (ii) increase, or (iii) decrease.
Gas sales contract prices have generally declined significantly
since the mid-1980s due to a number of factors, including a nationwide
surplus of gas and increased competition. Competition has increased
among United States gas marketers due to the gas surplus, the partial
deregulation of gas prices, the conversion by major pipelines to open
access transportation, and the lack of strong residential demand for
natural gas during the winter months for the last few years as a
result of warm winters in much of the United States. However, spot
gas prices in the areas where the Partnerships' gas is marketed
increased during the later part of 1995 compared to prices received in
the later part of 1994 and the first several months of 1995.
3
Substantially all of the Partnerships' natural gas reserves are
being sold in the "spot market." Due to the highly competitive nature
of the spot market, prices on the spot market are subject to wide
seasonal and regional pricing fluctuations. In addition, such spot
market sales are generally short-term in nature and are dependent upon
the obtaining of transportation services provided by pipelines.
The Partnerships' spot gas prices increased from approximately
$1.67 per Mcf at December 31, 1994 to approximately $2.00 per Mcf at
December 31, 1995. 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. Future prices will likely be different from (and may be
lower than) the prices in effect on December 31, 1995. In many past
years, year-end prices have tended to be higher, and in some cases
significantly higher, than the yearly average price actually received
by the Partnerships for at least the year following the year-end
valuation date. Management is unable to predict whether future 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,
1995:
Partnership Customer Percentage
----------- -------- ----------
I-B Apache Corporation 22.5%
Premier Gas Company
("Premier")(1) 17.2%
Staley Operating Co. 16.0%
I-C Hallwood Petroleum ("Hallwood") 31.0%
Conoco, Inc. ("Conoco") 26.4%
National Cooperative Refinery
Association 10.9%
I-D Premier 29.3%
Conoco 23.0%
Hallwood 22.5%
I-E Premier 43.9%
I-F Premier 27.3%
- ----------
4
(1) Premier was an affiliate of the Partnerships until December 6,
1995. See "Item 11. Executive Compensation".
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 natural gas.
The Partnerships' principal customers for crude oil production
are refiners and other companies which have pipeline facilities near
the producing properties of the Partnerships. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Natural 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
natural gas may be subject to both federal and state laws and
regulations, including, but not limited to, the Natural Gas Act of
1938 (the "NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and
regulations promulgated by the Federal Energy Regulatory Commission
(the "FERC") under the NGA, the NGPA, and other statutes. The
provisions of the NGA and the NGPA, as well as the regulations
thereunder, are complex and affect all who produce, resell, transport,
or purchase natural gas, including the Partnerships. Although
virtually all of the Partnerships' gas production is not subject to
price regulation, the NGA, NGPA, and FERC regulations affect the
availability of gas transportation services and the ability of gas
consumers to continue to purchase or use gas at current levels.
Accordingly, such regulations may have a material effect on the
5
Partnerships' operations and projections of future oil and gas
production and revenues.
Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Partnerships' operations or may affect the Partnerships'
ability to complete, in a timely fashion, existing or future
activities. Management anticipates that various local, state, and
federal environmental control agencies will have an increasing impact
on oil and gas operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts,
pollution, fires, and other casualties. The Partnerships maintain
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Partnerships, but losses
can occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Partnerships' financial position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of gross and net
productive wells of the Partnerships as of December 31, 1995. 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. 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. In addition, as used in this
Annual Report, "Net Well" refers to the sum of the fractional working
interests owned in gross wells expressed as whole numbers and
6
fractions thereof. For example, a 15% leasehold interest in a well
represents one Gross Well, but 0.15 Net Well.
Well Statistics
As of December 31, 1995
P/ship Number of Gross Wells Number of Net Wells
- ------ ----------------------- ---------------------------
Total Oil Gas N/A(1) Total Oil Gas N/A(1)
----- --- --- ------ ----- ----- ----- ------
I-B 96 4 79 13 4.33 .45 3.34 .54
I-C 108 17 76 15 7.97 6.31 1.34 .32
I-D(2) 475 42 424 9 7.77 3.10 4.50 .17
I-E 665 126 522 17 52.17 23.38 27.56 1.23
I-F 650 126 511 13 23.98 10.90 12.37 .71
- ----------
(1) Wells which have not been designated as oil or gas.
(2) Total number of wells for the I-D Partnership represents a
significant increase over the number of wells reported in the I-D
Partnership's Form 10-K for prior years primarily due to the
General Partner obtaining from the third party operator the
actual number of wells in the Jo-Mill Unit and the Foster North
Unit, both of which are located in the Permian Basin in west
Texas.
Drilling Activities
The I-E and I-F Partnerships drilled one gross (.03 and .02 net,
respectively) developmental well during the year ended December 31,
1995. This well was completed as a producing gas well on March 12,
1995. The I-B, I-C, and I-D Partnerships did not drill any wells
during the year ended December 31, 1995.
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information
concerning the oil (including condensates) and natural gas production,
net of all royalties, overriding royalties, and other third party
interests, of the Partnerships, revenues attributable to such
production, and certain price and cost information. As used in the
following tables, direct operating expenses include lease operating
expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel,
representing the estimated relative energy content of gas and oil,
which rate is not necessarily indicative of the relationship of oil
7
and gas prices. The respective prices of oil and gas are affected by
market and other factors in addition to relative energy content.
Net Production Data
I-B Partnership
---------------
Year Ended December 31,
----------------------------
1995 1994 1993
-------- -------- --------
Production:
Oil (Bbls) 4,628 9,132 3,967
Gas (Mcf) 150,238 172,201 196,884
Oil and gas sales:
Oil $ 77,717 $137,768 $ 66,819
Gas 176,333 315,253 384,447
------- ------- -------
Total $254,050 $453,021 $451,266
======= ======= =======
Total direct operating
expenses $161,109 $146,403 $162,344
======= ======= =======
Direct operating expenses
as a percentage of oil
and gas sales 63.4% 32.3% 36.0%
Average sales price:
Per barrel of oil $16.79 $15.09 $16.84
Per Mcf of gas 1.17 1.83 1.95
Direct operating expenses
per equivalent Bbl of
oil $ 5.43 $ 3.87 $ 4.41
8
Net Production Data
I-C Partnership
---------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 27,843 32,302 27,177
Gas (Mcf) 207,207 250,469 245,018
Oil and gas sales:
Oil $464,952 $ 506,801 $ 474,248
Gas 343,483 535,829 558,505
------- --------- ---------
Total $808,435 $1,042,630 $1,032,753
======= ========= =========
Total direct operating
expenses $275,197 $ 333,243 $ 312,925
======= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 34.0% 32.0% 30.3%
Average sales price:
Per barrel of oil $16.70 $15.69 $17.45
Per Mcf of gas 1.66 2.14 2.28
Direct operating expenses
per equivalent Bbl of
oil $ 4.41 $ 4.50 $ 4.60
9
Net Production Data
I-D Partnership
---------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 22,427 26,369 19,688
Gas (Mcf) 577,969 701,737 539,557
Oil and gas sales:
Oil $ 368,704 $ 407,008 $ 337,248
Gas 868,715 1,331,307 1,084,787
--------- --------- ---------
Total $1,237,419 $1,738,315 $1,422,035
========= ========= =========
Total direct operating
expenses $ 236,591 $ 349,023 $ 318,053
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 19.1% 20.1% 22.4%
Average sales price:
Per barrel of oil $16.44 $15.44 $17.13
Per Mcf of gas 1.50 1.90 2.01
Direct operating expenses
per equivalent Bbl of
oil $ 1.99 $ 2.44 $ 2.90
10
Net Production Data
I-E Partnership
---------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 89,117 109,508 97,120
Gas (Mcf) 2,412,342 2,808,160 2,284,352
Oil and gas sales:
Oil $1,490,590 $1,657,672 $1,602,852
Gas 3,287,291 4,797,586 4,111,163
--------- --------- ---------
Total $4,777,881 $6,455,258 $5,714,015
========= ========= =========
Total direct operating
expenses $1,481,529 $2,072,679 $2,182,512
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 31.0% 32.1% 38.2%
Average sales price:
Per barrel of oil $16.73 $15.14 $16.50
Per Mcf of gas 1.36 1.71 1.80
Direct operating expenses
per equivalent Bbl of
oil $ 3.02 $ 3.59 $ 4.57
11
Net Production Data
I-F Partnership
---------------
Year Ended December 31,
----------------------------------
1995 1994 1993
---------- ---------- ----------
Production:
Oil (Bbls) 45,101 54,874 49,213
Gas (Mcf) 711,486 910,692 601,658
Oil and gas sales:
Oil $ 749,300 $ 834,006 $ 816,012
Gas 1,013,669 1,568,047 1,176,494
--------- --------- ---------
Total $1,762,969 $2,402,053 $1,992,506
========= ========= =========
Total direct operating
expenses $ 695,041 $ 772,812 $ 928,934
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 39.4% 32.2% 46.6%
Average sales price:
Per barrel of oil $16.61 $15.20 $16.58
Per Mcf of gas 1.42 1.72 1.96
Direct operating expenses
per equivalent Bbl of
oil $ 4.25 $ 3.74 $ 6.21
12
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, 1995. The schedule of quantities of proved oil and gas
reserves was prepared by the General Partner in accordance with the
rules prescribed by the Securities and Exchange Commission (the
"SEC"). Certain reserve information was reviewed by Ryder Scott
Company Petroleum Engineers ("Ryder Scott"), an independent petroleum
engineering firm. As used throughout this Annual Report, "proved
reserves" refers to those estimated quantities of crude oil, natural
gas, and natural gas liquids which geological and engineering data
demonstrate with reasonable certainty to be recoverable in future
years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum. Net present value attributable to the
Partnerships' proved reserves was calculated on the basis of current
costs and prices at December 31, 1995. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used in calculating the net present value
attributable to the Partnerships' proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1995. Furthermore, gas prices at December 31, 1995 were
higher than the price used for determining the Partnerships' net
present value of proved reserves for the year ended December 31, 1994.
There can be no assurance that the prices used in calculating the net
present value of the Partnerships' proved reserves at December 31,
1995 will actually be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
13
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1995(1)
I-B Partnership:
- ---------------
Estimated proved reserves:
Natural gas (Mcf) 902,220
Oil and liquids (Bbls) 19,963
Net present value (discounted at 10% per annum) $ 1,008,245
I-C Partnership:
- ---------------
Estimated proved reserves:
Natural gas (Mcf) 740,060
Oil and liquids (Bbls) 108,795
Net present value (discounted at 10% per annum) $ 1,153,471
I-D Partnership:
- ---------------
Estimated proved reserves:
Natural gas (Mcf) 2,399,840
Oil and liquids (Bbls) 52,974
Net present value (discounted at 10% per annum) $ 2,866,819
I-E Partnership:
- ---------------
Estimated proved reserves:
Natural gas (Mcf) 12,681,330
Oil and liquids (Bbls) 492,808
Net present value (discounted at 10% per annum) $14,545,245
I-F Partnership:
- ---------------
Estimated proved reserves:
Natural gas (Mcf) 3,833,591
Oil and liquids (Bbls) 246,551
Net present value (discounted at 10% per annum) $ 4,760,591
- ----------
(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.
14
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
I-B Partnership
---------------
As of December 31, 1995, the I-B Partnership's properties
consisted of 96 gross (4.33 net) wells. The I-B Partnership owned a
non-working interest in an additional 9 wells. Affiliates of the I-B
Partnership operate 3 (2.9%) of its total wells. As of December 31,
1995, the I-B Partnership's net interest in its properties resulted in
estimated total proved reserves of 19,963 barrels of crude oil and
902,220 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of $1,008,245. The I-B
Partnership's properties are located primarily in the Mid-Gulf Coast
Basin of southern Alabama and Mississippi, the Gulf Coast Basin of
southern Louisiana and southeast Texas, and the Permian Basin of west
Texas and southeast New Mexico.
As of December 31, 1995, the I-B Partnership's properties in the
Mid-Gulf Coast Basin consisted of 13 gross (0.42 net) wells. As of
December 31, 1995, the I-B Partnership's net interest in its
properties in the Mid-Gulf Coast Basin resulted in estimated total
proved reserves of approximately 4,500 barrels of crude oil and
368,300 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$454,800.
As of December 31, 1995, the I-B Partnership's properties in the
Gulf Coast Basin consisted of 15 gross (1.32 net) wells. The I-B
Partnership owned a non-working interest in an additional 6 wells in
the Gulf Coast Basin. As of December 31, 1995, the I-B Partnership's
net interest in its properties in the Gulf Coast Basin resulted in
estimated total proved reserves of approximately 13,300 barrels of
crude oil and 212,800 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $357,400.
15
As of December 31, 1995, the I-B Partnership's properties in the
Permian Basin consisted of 67 gross (2.58 net) wells. The I-B
Partnership owned a non-working interest in an additional 2 wells in
the Permian Basin. As of December 31, 1995, the I-B Partnership's net
interest in its properties in the Permian Basin resulted in estimated
total proved reserves of approximately 2,100 barrels of crude oil and
356,200 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$270,700.
I-C Partnership
---------------
As of December 31, 1995, the I-C Partnership's properties
consisted of 108 gross (7.97 net) wells. The I-C Partnership owned a
non-working interest in an additional 9 wells. Affiliates of the I-C
Partnership operate 6 (5.1%) of its total wells. As of December 31,
1995, the I-C Partnership's net interest in its properties resulted in
estimated total proved reserves of 108,795 barrels of crude oil and
740,060 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of $1,153,471. The I-C
Partnership's properties are located primarily in the Gulf Coast Basin
of southern Louisiana and southeast Texas, the Anadarko Basin of
western Oklahoma and the Texas Panhandle, and the Williston Basin of
North Dakota, South Dakota, and eastern Montana.
As of December 31, 1995, the I-C Partnership's properties in the
Gulf Coast Basin consisted of 4 gross (0.18 net) wells. The I-C
Partnership owned a non-working interest in an additional 2 wells in
the Gulf Coast Basin. As of December 31, 1995, the I-C Partnership's
net interest in its properties in the Gulf Coast Basin resulted in
estimated total proved reserves of approximately 12,400 barrels of
crude oil and 145,700 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $431,700.
As of December 31, 1995, the I-C Partnership's properties in the
Anadarko Basin consisted of 6 gross (4.56 net) wells. The I-C
Partnership owned a non-working interest in one additional well in the
Anadarko Basin. Affiliates operate 4 (57.1%) of such wells. As of
December 31, 1995, the I-C Partnership's net interest in its
properties in the Anadarko Basin resulted in estimated total proved
reserves of approximately 32,800 barrels of crude oil and 378,700 Mcf
of natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $315,000.
16
As of December 31, 1995, the I-C Partnership's properties in the
Williston Basin consisted of 2 gross (1.50 net) wells. Affiliates
operate all of such wells. As of December 31, 1995, the I-C
Partnership's net interest in its properties in the Williston Basin
resulted in estimated total proved reserves of approximately 50,600
barrels of crude oil, with a present value (discounted at 10% per
annum) of estimated future net cash flow of approximately $162,500.
I-D Partnership
---------------
As of December 31, 1995, the I-D Partnership's properties
consisted of 475 gross (7.77 net) wells. The I-D Partnership owned a
non-working interest in an additional 114 wells. Affiliates of the I-
D Partnership operate 24 (4.1%) of its total wells. As of
December 31, 1995, the I-D Partnership's net interest in its
properties resulted in estimated total proved reserves of 52,974
barrels of crude oil and 2,399,840 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $2,866,819. The I-D Partnership's properties are located primarily
in the Anadarko Basin of western Oklahoma and the Texas Panhandle, the
Permian Basin of west Texas and southeast New Mexico, and the Gulf
Coast Basin of southern Louisiana and southeast Texas.
As of December 31, 1995, the I-D Partnership's properties in the
Anadarko Basin consisted of 104 gross (2.77 net) wells. The I-D
Partnership owned a non-working interest in an additional 61 wells in
the Anadarko Basin. As of December 31, 1995, the I-D Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 12,800 barrels of
crude oil and 1,187,400 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $1,232,800.
As of December 31, 1995, the I-D Partnership's properties in the
Permian Basin consisted of 51 gross (3.18 net) wells. The I-D
Partnership owned a non-working interest in an additional 5 wells in
the Permian Basin. As of December 31, 1995, the I-D Partnership's net
interest in its properties in the Permian Basin resulted in estimated
total proved reserves of approximately 5,400 barrels of crude oil and
631,400 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$645,800.
17
As of December 31, 1995, the I-D Partnership's properties in the
Gulf Coast Basin consisted of 2 gross (0.16 net) wells. As of
December 31, 1995, the I-D Partnership's net interest in its
properties in the Gulf Coast Basin resulted in estimated total proved
reserves of approximately 13,500 barrels of crude oil and 194,400 Mcf
of natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $528,400.
I-E Partnership
---------------
As of December 31, 1995, the I-E Partnership's properties
consisted of 665 gross (52.17 net) wells. The I-E Partnership owned a
non-working interest in an additional 117 wells. Affiliates of the I-
E Partnership operate 40 (5.1%) of its total wells. As of
December 31, 1995, the I-E Partnership's net interest in its
properties resulted in estimated total proved reserves of 492,808
barrels of crude oil and 12,681,330 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $14,545,245. The I-E Partnership's properties are located
primarily in the Anadarko Basin of western Oklahoma and the Texas
Panhandle and the Permian Basin of west Texas and southeast New Mexico
and the Gulf Coast Basin of southern Louisiana and southeast Texas.
As of December 31, 1995, the I-E Partnership's properties in the
Anadarko Basin consisted of 155 gross (15.43 net) wells. The I-E
Partnership owned a non-working interest in an additional 65 wells in
the Anadarko Basin. As of December 31, 1995, the I-E Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 67,300 barrels of
crude oil and 5,557,400 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately $5,755,800.
As of December 31, 1995, the I-E Partnership's properties in the
Permian Basin consisted of 69 gross (16.17 net) wells. The I-E
Partnership owned a non-working interest in an additional 2 wells in
the Permian Basin. As of December 31, 1995, the I-E Partnership's net
interest in its properties in the Permian Basin resulted in estimated
total proved reserves of approximately 72,600 barrels of crude oil and
3,806,600 Mcf of natural gas, with a present value (discounted at 10%
per annum) of estimated future net cash flow of approximately
$4,132,400.
18
As of December 31, 1995, the I-E Partnership's properties in the
Gulf Coast Basin consisted of 90 gross (11.07 net) wells. As of
December 31, 1995, the I-E Partnership's net interest in its
properties in the Gulf Coast Basin resulted in estimated total proved
reserves of approximately 163,600 barrels of crude oil and 1,015,800
Mcf of natural gas, with a present value (discounted at 10% per annum)
of estimated future net cash flow of approximately $1,475,900.
I-F Partnership
---------------
As of December 31, 1995, the I-F Partnership's properties
consisted of 650 gross (23.98 net) wells. The I-F Partnership owned a
non-working interest in an additional 113 wells. Affiliates of the I-
F Partnership operate 39 (5.1%) of its total wells. As of
December 31, 1995, the I-F Partnership's net interest in its
properties resulted in estimated total proved reserves of 246,551
barrels of crude oil and 3,833,591 Mcf of natural gas, with a present
value (discounted at 10% per annum) of estimated future net cash flow
of $4,760,591. The I-F Partnership's properties are located primarily
in the Anadarko Basin of western Oklahoma and the Texas Panhandle and
the Gulf Coast Basin of southern Louisiana and southeast Texas.
As of December 31, 1995, the I-F Partnership's properties in the
Anadarko Basin consisted of 155 gross (7.18 net) wells. The I-F
Partnership owned a non-working interest in an additional 64 wells in
the Anadarko Basin. As of December 31, 1995, the I-F Partnership's
net interest in its properties in the Anadarko Basin resulted in
estimated total proved reserves of approximately 33,700 barrels of
crude oil and 2,557,800 Mcf of natural gas, with a present value
(discounted at 10% per annum) of estimated future net cash flow of
approximately 2,617,400.
As of December 31, 1995, the I-F Partnership's properties in the
Gulf Coast Basin consisted of 90 gross (4.36 net) wells. As of
December 31, 1995, the I-F Partnership's net interest in its
properties in the Gulf Coast Basin resulted in estimated total proved
reserves of approximately 58,100 barrels of crude oil and 422,500 Mcf
of natural gas, with a present value (discounted at 10% per annum) of
estimated future net cash flow of approximately $581,700.
19
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title
to their oil and gas properties. Record title to all of the
Partnerships' properties is held by either the Partnerships or Geodyne
Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Partnerships'
interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
On November 23 and 25, 1994, Geodyne Resources, PaineWebber
Incorporated ("PaineWebber"), and certain other parties were named as
defendants in two related lawsuits alleging misrepresentations made to
induce investments in the Partnerships' units of limited partnership
interest ("Units") and asserting causes of action for common law fraud
and deceit and unjust enrichment (Romine v. PaineWebber, Inc., et al.,
Case No. 94-CIV-8558, U. S. District Court, Southern District of New
York and Romine v. PaineWebber, Inc. et al., Case No. 94-132844,
Supreme Court of the State of New York, County of New York). The
federal court case was later consolidated with other similar actions
(to which Geodyne Resources is not a party) under the title In Re:
PaineWebber Limited Partnerships Litigation and was certified as a
class action on May 30, 1995 (the "PaineWebber Partnership Class
Action"). A class action notice was mailed on June 7, 1995 to all
members of the class. The PaineWebber Partnership Class Action also
alleges violations of 18 U.S.C. Section 1962(c) and the Securities
Exchange Act of 1934. Compensatory and punitive damages, interest,
and costs have been requested in both matters. PaineWebber has agreed
to indemnify Geodyne Resources with respect to all claims asserted by
the plaintiff in the lawsuits pursuant to that certain Indemnification
Agreement dated November 24, 1992 by and between PaineWebber and
Samson Investment Company (the "Indemnification Agreement"). The
amended complaint in the PaineWebber Partnership Class Action no
longer asserts any claim directly against Geodyne Resources.
20
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle the pending
PaineWebber Partnership Class Action matter, along with a settlement
with the SEC and an agreement to settle with various state securities
regulators. The press release issued by PaineWebber indicates that
the parties have agreed to a class action settlement of $125 million
and other non-cash consideration; a SEC administrative order creating
a capped $40 million fund; a civil penalty of $5 million leveled by
the SEC; and payments aggregating $5 million to state securities
administrators. The dollar amounts referred to in the press release
apply to both the Partnerships and other direct investment programs
sold by PaineWebber. As of the date of this Annual Report,
PaineWebber has not informed management of the Partnerships of the
portion of such settlement that would be applicable to the
Partnerships. In any event, such settlement is not an obligation of
either the Partnerships or the General Partner and, accordingly, would
not affect the financial statements of the Partnerships. As a result
of the Indemnification Agreement, Geodyne Resources does not believe
that it will be required to pay any damages or expenses in this
matter.
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 1995.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 20, 1996, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships
were as follows:
Number of
Number of Limited
Partnership Units Partners
----------- --------- ------------
I-B 11,958 910
I-C 8,885 818
I-D 7,195 792
I-E 41,839 3,056
I-F 14,321 976
21
Units were initially sold for a price of $1,000. The Units are
not traded on any exchange and there is no public trading market for
them. The General Partner is aware of certain transfers of Units
between unrelated parties, some of which are facilitated by secondary
trading firms and matching services. However, the General Partner
believes that these transfers have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary
trading firms and matching services, no organized trading market for
Units exists and none is expected to develop. Due to the nature of
these transactions, the General Partner has no verifiable information
regarding prices at which Units have been transferred. Further, a
transferee may not become a substitute Limited Partner without the
consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General
Partner is obligated to annually offer 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 other
extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For
purpose of this Annual Report, a Unit represents an initial
subscription of $1,000 to a Partnership.
Repurchase Offer Prices
-----------------------
1994 1995 1996
---------------------- ---------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-B $ 66 $ 62 $ 77 $ 68 $ 64 $ 52 $ 49 $ 47 $ 45
I-C 79 63 52 34 22 104 92 80 68
I-D 214 179 188 147 120 238 217 192 165
I-E 229 211 199 182 170 178 166 153 139
I-F 224 208 186 164 147 170 160 147 132
The Partnership Agreements also provide for a right of
presentment ("Right of Presentment") whereby the General Partner is
required, upon request, to purchase up to 10% of a Partnership's
outstanding Units at a price calculated pursuant to the terms of the
Partnership Agreement and based on the liquidation value of the
limited partnership interest, with a reduction for 70% of cash
distributions that have been received prior to the transfer of the
partnership interest. The following table sets forth the Right of
Presentment price per Unit as of the dates indicated.
22
Right of Presentment Prices
---------------------------
1994 1995 1996
---------------------- ---------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-B $ 73 $ 86 $ 80 $ 77 $ 77 $ 76 $ 55 $ 54 $ 53
I-C 99 71 59 50 50 41 106 98 90
I-D 256 226 197 178 178 159 244 227 208
I-E 267 225 213 206 206 196 184 175 166
I-F 251 208 192 181 181 170 178 169 158
Cash Distributions
Cash distributions are primarily dependent upon its cash receipts
from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner
at the end of each calendar quarter and distributed to the Limited
Partners within 45 days after the end of the quarter. Distributions
are restricted to cash on hand less amounts required to be retained
out of such cash as determined in the sole judgment of the General
Partner to pay costs, expenses, or other Partnership obligations
whether accrued or anticipated to accrue. In other instances, the
General Partner may not distribute the full amount of cash receipts
which might otherwise be available for distribution in an effort to
equalize or stabilize the amounts of quarterly distributions. Any
available amounts not distributed are invested and the interest or
income thereon is for the accounts of the Limited Partners.
The following is a summary of cash distributions paid to the
Limited Partners for the years ended December 31, 1994 and 1995 and
the first quarter of 1996:
Cash Distributions
------------------
1994
------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------
I-B $ 4.18 $ 4.18 $ 4.10 $ 8.36
I-C 9.00 16.88 18.01 17.45
I-D 22.24 34.75 41.70 41.00
I-E 20.32 17.93 18.05 16.73
I-F 15.36 15.71 18.50 22.34
23
1995 1996
------------------------------ ------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------ ------
I-B $ 4.43 $ 1.92 $ 3.01 $ 1.76 $ 1.84
I-C 12.38 12.94 11.82 11.82 12.27
I-D 27.10 27.80 20.85 25.02 26.40
I-E 11.35 13.98 12.55 13.27 13.10
I-F 16.76 15.36 10.82 12.57 14.87
24
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."
Selected Financial Data
I-B Partnership
---------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $254,050 $ 453,021 $ 451,266 $ 435,684 $ 495,014
Net Income (Loss):
Limited Partners ( 376,689) ( 53,126) ( 295,280) ( 884,741) ( 653,930)
General Partner ( 1,776) 9,616 6,284 ( 574) 334
Total ( 378,465) ( 43,510) ( 288,996) ( 885,315) ( 653,596)
Limited Partners' Net
Loss per Unit ( 31.50) ( 4.44) ( 24.69) ( 73.99) ( 54.69)
Limited Partners' Cash
Distributions per
Unit 11.12 20.82 13.54 7.50 22.00
Total Assets 648,040 1,126,318 1,400,428 1,834,185 2,827,879
Partners' Capital
(Deficit):
Limited Partners 636,949 1,146,638 1,448,764 1,905,917 2,880,341
General Partner ( 104,724) ( 95,948) ( 93,546) ( 89,918) ( 84,759)
Number of Units
Outstanding 11,958 11,958 11,958 11,958 11,958
25
Selected Financial Data
I-C Partnership
---------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $808,435 $1,042,630 $1,032,753 $1,106,139 $1,134,336
Net Income:
Limited Partners 118,612 321,969 257,176 329,584 247,524
General Partner 20,456 27,850 27,641 33,063 30,674
Total 139,068 349,819 284,817 362,647 278,198
Limited Partners' Net
Income per Unit 13.35 36.24 28.94 37.09 27.86
Limited Partners' Cash
Distributions per
Unit 48.96 61.34 74.27 65.00 97.50
Total Assets 780,070 1,096,208 1,313,037 1,704,607 1,934,395
Partners' Capital
(Deficit):
Limited Partners 800,944 1,117,332 1,340,363 1,743,099 1,991,042
General Partner ( 66,308) ( 63,764) ( 63,314) ( 54,895) ( 56,647)
Number of Units
Outstanding 8,885 8,885 8,885 8,885 8,885
26
Selected Financial Data
I-D Partnership
---------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,237,419 $1,738,315 $1,422,035 $1,711,390 $1,590,611
Net Income:
Limited Partners 516,300 780,423 406,159 519,794 454,556
General Partner 135,487 193,738 148,907 189,164 110,014
Total 651,787 974,161 555,066 708,958 564,570
Limited Partners' Net
Income per Unit 71.76 108.47 56.45 72.24 63.18
Limited Partners' Cash
Distributions per
Unit 100.77 139.69 146.60 110.00 197.49
Total Assets 1,594,441 1,833,702 2,315,093 2,888,157 3,080,824
Partners' Capital
(Deficit):
Limited Partners 1,460,599 1,669,299 1,893,876 2,542,453 2,814,074
General Partner 17,993 9,506 ( 4,232) 27,421 ( 24,328)
Number of Units
Outstanding 7,195 7,195 7,195 7,195 7,195
27
Selected Financial Data
I-E Partnership
---------------
1995 1994 1993 1992 1991
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $4,777,881 $ 6,455,258 $ 5,714,015 $ 7,035,934 $ 6,974,323
Net Income:
Limited Partners 316,558 1,400,859 461,455 692,734 775,107
General Partner 368,023 369,587 284,492 392,712 404,317
Total 684,581 1,770,446 745,947 1,085,446 1,179,424
Limited Partners' Net
Income per Unit 7.57 33.48 11.03 16.56 18.53
Limited Partners' Cash
Distributions per
Unit 51.15 73.03 89.88 65.00 102.50
Total Assets 8,957,340 11,037,156 13,464,874 15,843,325 17,667,660
Partners' Capital
(Deficit):
Limited Partners 8,493,462 10,316,904 11,971,045 15,270,170 17,297,008
General Partner ( 54,687) ( 115,710) ( 145,297) ( 66,309) ( 88,452)
Number of Units
Outstanding 41,839 41,839 41,839 41,839 41,839
28
Selected Financial Data
I-F Partnership
---------------
1995 1994 1993 1992 1991
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,762,969 $2,402,053 $1,992,506 $2,546,778 $2,659,524
Net Income:
Limited Partners 37,379 540,094 65,189 57,528 232,219
General Partner 117,455 138,915 83,769 124,856 144,908
Total 154,834 679,009 148,958 182,384 377,127
Limited Partners' Net
Income per Unit 2.61 37.71 4.55 4.02 16.22
Limited Partners' Cash
Distributions per
Unit 55.51 71.91 68.31 60.00 112.50
Total Assets 3,124,394 3,878,707 4,681,419 5,493,320 6,229,074
Partners' Capital
(Deficit):
Limited Partners 2,923,293 3,680,914 4,170,820 5,083,655 5,885,379
General Partner ( 25,679) ( 33,134) ( 58,049) ( 33,008) ( 32,765)
Number of Units
Outstanding 14,321 14,321 14,321 14,321 14,321
29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
General
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. The
Partnerships are engaged in the business of operating producing oil
and gas properties located in the continental United States. In
management's view, it is not possible to predict accurately either the
short-term or long-term prices for oil, gas, or refined petroleum
products. Specifically, due to the oversupply of natural gas in
recent years, certain of the Partnerships' gas producing properties
have suffered, and continue to suffer during portions of the year,
production curtailments and seasonal reductions in the prices paid by
purchasers. Additional curtailments and seasonal or regional price
reductions will adversely affect the operations and financial
condition of the Partnerships. Gas sales prices, which have generally
declined significantly since the mid-1980s, increased during the
fourth quarter of 1995. See "Item 1. Business - Competition and
Marketing." Actual future prices received by the Partnerships will
likely be different from (and may be lower than) the prices in effect
on December 31, 1995. In many past years, year-end prices have tended
to be higher, and in some cases significantly higher, than the yearly
average price actually received by the Partnerships for at least the
year following the year-end valuation date. Management is unable to
predict whether future gas prices will (i) stabilize, (ii) increase,
or (iii) decrease. The amount of the Partnerships' cash flow,
however, is dependent on such future gas prices.
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See
"Item 5. Market for Units and Related Limited Partner Matters." The
net proceeds from production are not reinvested in productive assets,
except to the extent that producing wells are improved, or where
methods are employed to permit more efficient recovery of reserves,
thereby resulting in a positive economic impact. Assuming production
levels for the year ended December 31, 1995, the Partnerships' proved
reserve quantities at December 31, 1995 would have the following
lives:
30
Partnership Gas-Years Oil-Years
----------- --------- ---------
I-B 6.0 4.3
I-C 3.6 3.9
I-D 4.2 2.4
I-E 5.3 5.5
I-F 5.4 5.5
There should be no further material capital resource commitments
for the Partnerships in the future. The Partnerships have no debt
commitments. Cash for operational purposes will be provided by
current oil and gas production.
There can be no assurance as to the amount of the Partnerships'
future cash distributions. The Partnerships' ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Partnerships' operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Partnerships, including the price of and demand for oil
and gas and other market and economic conditions. Even if prices and
costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing
properties declines) since the Partnerships are not replacing
production through acquisitions of producing properties and drilling.
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 1995. Oil and natural
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."
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."
31
Generally, the Partnerships' operations during the year ended
December 31, 1995 reflect a decline in oil and gas sales compared to
the same periods in 1994. Management believes this decline generally
resulted from a number of factors including, but not limited to, (i) a
normal decline in the production of certain of the Partnerships'
mature properties and (ii) a decline in natural gas prices. Refer to
"Liquidity and Capital Resources" above for a discussion of factors
impacting prices and production volumes.
Effective October 1, 1995 the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties for each
field, rather than for the Partnerships' properties as a whole as
previously allowed by the SEC. See Note 1 to the Partnerships'
financial statements, included in Item 8 of this Annual Report for a
further description of this impairment policy. As a result of the
Partnerships' adoption of SFAS No. 121, the Partnerships recorded a
non-cash charge against earnings (impairment provision) during the
fourth quarter of 1995 as follows:
Partnership Amount
----------- ------
I-B $125,159
I-C 155,698
I-D 19,510
I-E 748,728
I-F 258,913
No such charge was recorded for any Partnership during the years ended
December 31, 1994 and 1993 pursuant to the Partnerships' prior
impairment policy. Impairment provisions do not impact the
Partnerships' cash flows from operating activities; however, they do
impact the amount of General Partner and Limited Partner capital. The
risk that the Partnerships will be required to record such impairment
provisions in the future increases when oil and gas prices are
depressed. Accordingly, the I-C and I-D Partnerships have one field,
the I-E Partnership has three fields, and the I-F Partnership has two
fields in which it is reasonably possible that a write-down will be
incurred in the near term if gas prices decrease from December 31,
1995 levels.
32
I-B Partnership
---------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 43.9% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to decreases in the volumes of oil and
natural gas sold and a decrease in the average price of natural gas
sold, partially offset by an increase in the average price of oil sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. Volumes of oil and natural gas sold decreased
4,504 barrels and 21,963 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The decrease in volumes of oil sold resulted primarily from one
significant well being shut-in during the year ended December 31, 1995
in order to increase the well's production capabilities and from a
period of increased production on another significant well during the
year ended December 31, 1994 due to a redrill. Average natural gas
prices decreased to $1.17 per Mcf for the year ended December 31, 1995
from $1.83 per Mcf for the year ended December 31, 1994. Average oil
prices increased to $16.79 per barrel for the year ended December 31,
1995 from $15.09 per barrel for the year ended December 31, 1994.
Direct operating expenses (lease operating expenses and
production taxes) increased 10.0% for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This increase was
primarily due to a lease operating expense adjustment recognized
during the year ended December 31, 1994 associated with changes in
estimates by the third party operator of gas balancing positions on
certain wells, partially offset by the decreases in the volumes of oil
and natural gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994. As a percentage of oil
and gas sales, these expenses increased to 63.4% for the year ended
December 31, 1995 from 32.3% for the year ended December 31, 1994.
This percentage increase was primarily due to the decrease in the
average price of natural gas sold during the year ended December 31,
1995 as compared to the year ended December 31, 1994.
33
Depreciation, depletion, and amortization of oil and gas
properties increased $8,726 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This increase was
primarily due to downward reserve revisions at December 31, 1995 on
several properties, partially offset by decreases in the volumes of
oil and natural gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994. As a percentage of oil
and gas sales, this expense increased to 119.5% for the year ended
December 31, 1995 from 65.1% for the year ended December 31, 1994.
This percentage increase was primarily due to the dollar increase in
depreciation, depletion, and amortization discussed above and the
decrease in the average price of natural gas sold during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
As set forth under "Results of Operations" above, the I-B
Partnership recognized a non-cash charge against earnings of $125,159
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the I-B Partnership's adoption
of SFAS No. 121 on October 1, 1995. No similar charge was necessary
during the year ended December 31, 1994 under the I-B Partnership's
prior impairment policy.
General and administrative expenses decreased $8,748 for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to a decrease in both
professional fees and printing and postage expenses during the year
ended December 31, 1995 as compared to the year ended December 31,
1994. As a percentage of oil and gas sales, these expenses increased
to 18.9% for the year ended December 31, 1995 from 12.6% for the year
ended December 31, 1994. This percentage increase was primarily a
result of the decrease in oil and gas sales during the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The Limited Partners in the I-B Partnership have received cash
distributions through December 31, 1995 of $6,352,527 or 53.12% of
Limited Partner capital contributions.
34
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales remained relatively constant for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. Volumes of oil sold increased 5,165 barrels and volumes of
natural gas sold decreased 24,683 Mcf for the year ended December 31,
1994 as compared to the year ended December 31, 1993. The increase in
volumes of oil sold was primarily due to an increase in production on
two significant wells, of which one well's increase was due to a
redrill. Oil prices decreased to an average of $15.09 per barrel for
the year ended December 31, 1994 from an average of $16.84 per barrel
for the year ended December 31, 1993. Natural gas prices decreased to
an average of $1.83 per Mcf for the year ended December 31, 1994 from
an average of $1.95 per Mcf for the year ended December 31, 1993.
Direct operating expenses (lease operating expenses and
production taxes) decreased 9.8% for the year ended December 31, 1994
as compared to the year ended December 31, 1993. This decrease was
primarily due to workover expenses on certain wells during the year
ended December 31, 1993 with no similar expense during 1994. As a
percentage of oil and gas sales, these expenses decreased to 32.3% for
the year ended December 31, 1994 from 36.0% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
dollar decrease in direct operating expenses mentioned above,
partially offset by the decreases in the average prices of oil and
natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties decreased $223,555 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This decrease was
primarily due to several properties having been significantly depleted
in 1993, leaving a smaller basis to deplete in 1994, partially offset
by increases in retirements of oil and gas properties and volumes of
oil sold for the year ended December 31, 1994 as compared to the year
ended December 31, 1993. As a percentage of oil and gas sales, this
expense decreased to 65.1% for the year ended December 31, 1994 from
114.9% for the year ended December 31, 1993. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion,
and amortization, partially offset by the decreases in the average
prices of oil and natural gas sold.
General and administrative expenses decreased $3,659 for the year
ended December 31, 1994 as compared to the year ended December 31,
1993 primarily due to decreased reserve study and printing and postage
expenses. As a percentage of oil and gas sales, this expense remained
relatively constant for the year ended December 31, 1994 as compared
to the year ended December 31, 1993.
35
I-C Partnership
---------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 22.5% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to decreases in the volumes of oil and
natural gas sold and a decrease in the average price of natural gas
sold, partially offset by an increase in the average price of oil sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. Volumes of oil and natural gas sold decreased
4,459 barrels and 43,262 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The decrease in the volumes of natural gas sold resulted primarily
from (i) one significant well being shut-in during 1995, (ii) another
significant well not producing at maximum capacity during 1995 as
compared to 1994 due to state-imposed allowable restrictions, and
(iii) the sale of two significant wells during the year ended Decem-
ber 31, 1995. Average natural gas prices decreased to $1.66 per Mcf
for the year ended December 31, 1995 from $2.14 per Mcf for the year
ended December 31, 1994. Average oil prices increased to $16.70 per
barrel for the year ended December 31, 1995 from $15.69 per barrel for
the year ended December 31, 1994.
Direct operating expenses (lease operating expenses and
production taxes) decreased 17.4% for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily due to workover expenses incurred on two wells during the
year ended December 31, 1994 in order to improve the recovery of
reserves and decreases in the volumes of oil and natural gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 34.0% for the year ended December 31, 1995 from
32.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in the average price of natural gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
36
Depreciation, depletion, and amortization of oil and gas
properties decreased $77,108 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily due to an upward revision in reserve estimates at
December 31, 1995 and decreases in the volumes of oil and natural gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994. As a percentage of oil and gas sales, this
expense decreased to 22.5% for the year ended December 31, 1995 from
24.8% for the year ended December 31, 1994. This percentage decrease
was primarily due to the upward revision in reserve estimates
discussed above, partially offset by the decrease in the average price
of natural gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994.
As set forth under "Results of Operations" above, the I-C
Partnership recognized a non-cash charge against earnings of $155,698
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the I-C Partnership's adoption
of SFAS No. 121 on October 1, 1995. No similar charge was necessary
during the year ended December 31, 1994 under the I-C Partnership's
prior impairment policy.
General and administrative expenses decreased $3,805 for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to a decrease in both
professional fees and printing and postage expenses during the year
ended December 31, 1995 as compared to the year ended December 31,
1994. As a percentage of oil and gas sales, these expenses increased
to 12.4% for the year ended December 31, 1995 from 10.0% for the year
ended December 31, 1994. This percentage increase resulted primarily
from the decrease in oil and gas sales during the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The Limited Partners in the I-C Partnership have received cash
distributions through December 31, 1995 of $6,675,300 or 75.13% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales remained relatively constant for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. Volumes of oil and natural gas sold increased 5,125 barrels and
5,451 Mcf, respectively, for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. The increase in volumes
of oil sold was primarily due to adjustments made by a purchaser in
1994 related to oil sold in prior periods and an increase in
37
production on two significant wells. The increase in production on
one of these wells was due to a recompletion in 1994. Oil prices
decreased to an average of $15.69 per barrel for the year ended
December 31, 1994 from an average of $17.45 per barrel for the year
ended December 31, 1993. Natural gas prices decreased slightly to an
average of $2.14 per Mcf for the year ended December 31, 1994 from an
average of $2.28 per Mcf for the year ended December 31, 1993.
Direct operating expenses (lease operating expenses and
production taxes) increased 6.5% for the year ended December 31, 1994
as compared to the year ended December 31, 1993. This increase was
primarily due to the increases in the volumes of oil and natural gas
sold, partially offset by decreased production taxes due to
adjustments made by a purchaser in 1994 related to oil and gas sales
in prior periods. As a percentage of oil and gas sales, these
expenses remained relatively constant for the year ended December 31,
1994 as compared to the year ended December 31, 1993.
Depreciation, depletion, and amortization of oil and gas
properties decreased $76,033 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This decrease was
primarily due to upward reserve revisions at December 31, 1994,
partially offset by increases in both retirements of oil and gas
properties and volumes of oil and natural gas sold for the year ended
December 31, 1994 as compared to the year ended December 31, 1993. As
a percentage of oil and gas sales, this expense decreased to 24.8% for
the year ended December 31, 1994 from 32.4% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization,
partially offset by the decreases in the average prices of oil and
natural gas sold.
General and administrative expenses expressed in dollars and as a
percentage of oil and gas sales remained relatively constant for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993.
I-D Partnership
---------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 28.8% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to decreases in the volumes of oil and
natural gas sold and a decrease in the average price of natural gas
sold, partially offset by an increase in the average price of
38
oil sold during the year ended December 31, 1995 as compared to the
year ended December 31, 1994. Volumes of oil and natural gas sold
decreased 3,942 barrels and 123,768 Mcf, respectively, for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. The decrease in the volumes of oil sold resulted primarily from
one significant well not producing at maximum capacity during 1995 due
to state-imposed allowable restrictions and normal declines in
production on another significant well during the year ended
December 31, 1995. The decrease in the volumes of natural gas sold
resulted primarily from (i) one significant well not producing at
maximum capacity during 1995 due to state-imposed allowable
restrictions, (ii) negative volume adjustments made during the year
ended December 31, 1995 by a purchaser related to gas sold in prior
periods, and (iii) positive volume adjustments made during the year
ended December 31, 1994 by a purchaser related to gas sold in prior
periods. Average natural gas prices decreased to $1.50 per Mcf for
the year ended December 31, 1995 from $1.90 per Mcf for the year ended
December 31, 1994. Average oil prices increased to $16.44 per barrel
for the year ended December 31, 1995 from $15.44 per barrel for the
year ended December 31, 1994.
Direct operating expenses (lease operating expenses and
production taxes) decreased 32.2% for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily due to workover expenses on one well incurred during the
year ended December 31, 1994 in order to improve the recovery of
reserves and the decreases in the volumes of oil and natural gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses remained relatively constant for the year ended December 31,
1995 as compared to the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $90,184 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily due to the decreases in the volumes of oil and natural gas
sold mentioned above and upward revisions of previous reserve
estimates at December 31, 1995. As a percentage of oil and gas sales,
this expense increased to 20.2% for the year ended December 31, 1995
from 19.6% for the year ended December 31, 1994. This percentage
increase was primarily due to the decrease in the average price of
natural gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994.
39
As set forth under "Results of Operations" above, the I-D
Partnership recognized a non-cash charge against earnings of $19,510
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the I-D Partnership's adoption
of SFAS No. 121 on October 1, 1995. No similar charge was necessary
during the year ended December 31, 1994 under the I-D Partnership's
prior impairment policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 7.2% for the year ended December 31, 1995 from
5.2% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
The Limited Partners in the I-D Partnership have received cash
distributions through December 31, 1995 of $10,784,175 or 149.89% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 22.2% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to increases in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 6,681 barrels and 162,180 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of oil sold was primarily due to an
increase in production on two significant wells. The increase in
production on one of these wells was due to a recompletion in 1994.
The increase in volumes of natural gas sold was primarily due to
adjustments made by a purchaser in 1994 related to natural gas sold in
prior periods on a significant property and increased natural gas
production on another significant well due to a recompletion in 1994.
Oil prices decreased to an average of $15.44 per barrel for the year
ended December 31, 1994 from an average of $17.13 per barrel for the
year ended December 31, 1993. Natural gas prices decreased to an
average of $1.90 per Mcf for the year ended December 31, 1994 from an
average of $2.01 per Mcf for the year ended December 31, 1993.
40
Direct operating expenses (lease operating expenses and
production taxes) increased 9.7% for the year ended December 31, 1994
as compared to the year ended December 31, 1993. This increase was
primarily due to the increases in volumes of oil and natural gas sold
during the year ended December 31, 1994 as compared to the year ended
December 31, 1993. As a percentage of oil and gas sales, these
expenses decreased slightly to 20.1% for the year ended December 31,
1994 from 22.4% for the year ended December 31, 1993.
Depreciation, depletion, and amortization of oil and gas
properties decreased $128,807 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This decrease was
primarily due to upward reserve revisions at December 31, 1994,
partially offset by the increases in both volumes of oil and natural
gas sold and retirements of oil and gas properties for the year ended
December 31, 1994 as compared to the year ended December 31, 1993. As
a percentage of oil and gas sales, this expense decreased to 19.6% for
the year ended December 31, 1994 from 33.0% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
dollar decrease mentioned above, partially offset by the decreases in
the average prices of oil and natural gas sold discussed above.
General and administrative expenses remained relatively constant
in dollars and as a percentage of oil and gas sales for the year
ended December 31, 1994 as compared to the year ended December 31,
1993.
I-E Partnership
---------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 26.0% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to decreases in the volumes of oil and
natural gas sold and a decrease in the average price of natural gas
sold, partially offset by an increase in the average price of oil sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. Volumes of oil and natural gas sold decreased
20,391 barrels and 395,818 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The decrease in the volumes of oil sold resulted primarily from (i)
one well being shut-in during a portion of the year ended December 31,
1995 in order to increase the well's production capabilities, (ii)
positive volume adjustments on two wells made during the year ended
December 31, 1994 by a purchaser related to oil sold in prior periods,
and (iii) normal declines in production on several wells during the
41
year ended December 31, 1995. Average natural gas prices decreased to
$1.36 per Mcf for the year ended December 31, 1995 from $1.71 per Mcf
for the year ended December 31, 1994. Average oil prices increased to
$16.73 per barrel for the year ended December 31, 1995 from $15.14 per
barrel for the year ended December 31, 1994.
Direct operating expenses (lease operating expenses and
production taxes) decreased 28.5% for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily due to workover expenses on several wells incurred during
the year ended December 31, 1994 in order to improve the recovery of
reserves and decreases in the volumes of oil and natural gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses remained relatively constant for the year ended December 31,
1995 as compared to the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $754,112 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily due to the decreases in the volumes of oil and natural gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994 and upward revisions of previous reserve
estimates at December 31, 1995. As a percentage of oil and gas sales,
this expense decreased to 29.0% for the year ended December 31, 1995
from 33.1% for the year ended December 31, 1994. This percentage
decrease was primarily due to the upward reserve revisions mentioned
above, partially offset by the decrease in the average price of
natural gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994.
As set forth under "Results of Operations" above, the I-E
Partnership recognized a non-cash charge against earnings of $748,728
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the I-E Partnership's adoption
of SFAS No. 121 on October 1, 1995. No similar charge was necessary
during the year ended December 31, 1994 under the I-E Partnership's
prior impairment policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 10.7% for the year ended December 31, 1995 from
8.0% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
42
The Limited Partners in the I-E Partnership have received cash
distributions through December 31, 1995 of $43,423,552 or 103.79% of
Limited Partner capital contributions.
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 13.0% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to increases in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 12,388 barrels and 523,808 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to an increase in production on one significant well due to a
recompletion in 1994 and adjustments made by a purchaser in 1994
related to gas sold in prior periods on another significant well. Oil
prices decreased to an average $15.14 per barrel for the year ended
December 31, 1994 from an average of $16.50 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.71 per Mcf for the year ended December 31, 1994 from an average
of $1.80 per Mcf for the year ended December 31, 1993.
Direct operating expenses (lease operating expenses and
production taxes) decreased 5.0% for the year ended December 31, 1994
as compared to the year ended December 31, 1993. This decrease was
primarily due to workover expenses incurred in order to increase
production on certain leases for the year ended December 31, 1993 with
no similar expense for the year ended December 31, 1994, partially
offset by additional costs associated with the increases in volumes of
oil and natural gas sold during 1994. As a percentage of oil and gas
sales, these expenses decreased to 32.1% for the year ended
December 31, 1994 from 38.2% for the year ended December 31, 1993.
This percentage decrease was primarily due to the dollar decrease in
direct operating expenses, partially offset by the decreases in the
average prices of oil and natural gas sold.
Depreciation, depletion, and amortization of oil and gas
properties decreased $192,840 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This decrease was
primarily due to upward reserve revisions at December 31, 1994,
partially offset by the increase in both volumes of oil and natural
gas sold and retirements of oil and gas properties for the year ended
December 31, 1994 as compared to the year ended December 31, 1993. As
a percentage of oil and gas sales, this expense decreased to 33.1% for
the year ended December 31, 1994 from 40.8% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
43
dollar decrease mentioned above, partially offset by the decrease in
the average prices of oil and natural gas sold.
General and administrative expenses increased $16,293 for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993 primarily due to a non-recurring decrease in general
and administrative expenses in 1993 as a result of an overaccrued
general and administrative expense estimate at December 31, 1992. As
a percentage of oil and gas sales, this expense remained relatively
constant for the year ended December 31, 1994 as compared to the year
ended December 31, 1993.
I-F Partnership
---------------
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased 26.6% for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to decreases in the volumes of oil and
natural gas sold and a decrease in the average price of natural gas
sold, partially offset by an increase in the average price of oil sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. Volumes of oil and natural gas sold decreased
9,773 barrels and 199,206 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
The decrease in the volumes of oil sold resulted primarily from (i)
one well being shut-in during a portion of the year ended December 31,
1995 in order to increase the well's production capabilities, (ii)
positive volume adjustments on two wells made during the year ended
December 31, 1994 by a purchaser related to oil sold in prior periods,
and (iii) normal declines in production on several wells during the
year ended December 31, 1995. The decrease in the volumes of natural
gas sold resulted primarily from (i) negative volume adjustments made
by the purchaser on one well during the year ended December 31, 1995,
(ii) positive volume adjustments made by the purchaser on another well
during the year ended December 31, 1994 related to gas sold in prior
periods, and (iii) normal declines in production on several wells
during the year ended December 31, 1995. Average natural gas prices
decreased to $1.42 per Mcf for the year ended December 31, 1995 from
$1.72 per Mcf for the year ended December 31, 1994. Average oil
prices increased to $16.61 per barrel for the year ended December 31,
1995 from $15.20 per barrel for the year ended December 31, 1994.
44
Direct operating expenses (lease operating expenses and
production taxes) decreased 10.1% for the year ended December 31, 1995
as compared to the year ended December 31, 1994. This decrease was
primarily due to workover expenses on several wells incurred during
the year ended December 31, 1994 in order to improve the recovery of
reserves and the decreases in the volumes of oil and natural gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 39.4% for the year ended December 31, 1995 from
32.2% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in the average price of natural gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $296,299 for the year ended December 31, 1995 as
compared to the year ended December 31, 1994. This decrease was
primarily due to decreases in the volumes of oil and natural gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994 and upward revisions of previous reserve estimates
at December 31, 1995. As a percentage of oil and gas sales, this
expense decreased to 27.9% for the year ended December 31, 1995 from
32.8% for the year ended December 31, 1994. This percentage decrease
was primarily due to the upward reserve revisions mentioned above,
partially offset by the decrease in the average price of natural gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
As set forth under "Results of Operations" above, the I-F
Partnership recognized a non-cash charge against earnings of $258,913
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the I-F Partnership's adoption
of SFAS No. 121 on October 1, 1995. No similar charge was necessary
during the year ended December 31, 1994 under the I-F Partnership's
prior impairment policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 10.0% for the year ended December 31, 1995 from
7.4% for the year ended December 31, 1994. This percentage increase
was primarily due to the decrease in oil and gas sales during the year
ended December 31, 1995 as compared to the year ended December 31,
1994.
The Limited Partners in the I-F Partnership have received cash
distributions through December 31, 1995 of $14,628,664 or 102.15% of
Limited Partner capital contributions.
45
Year Ended December 31, 1994 Compared
to Year Ended December 31, 1993
-------------------------------------
Total oil and gas sales increased 20.6% for the year ended
December 31, 1994 as compared to the year ended December 31, 1993.
This increase was primarily due to increases in volumes of oil and
natural gas sold, partially offset by decreases in the average prices
of oil and natural gas sold. Volumes of oil and natural gas sold
increased 5,661 barrels and 309,034 Mcf, respectively, for the year
ended December 31, 1994 as compared to the year ended December 31,
1993. The increase in volumes of natural gas sold was primarily due
to an increase in production on one significant well due to workovers
in 1993 and adjustments made by a purchaser in 1994 related to natural
gas sold in prior periods on two significant wells. Oil prices
decreased to an average of $15.20 per barrel for the year ended
December 31, 1994 from an average of $16.58 per barrel for the year
ended December 31, 1993. Natural gas prices decreased to an average
of $1.72 per Mcf for the year ended December 31, 1994 from an average
of $1.96 per Mcf for the year ended December 31, 1993.
Direct operating expenses (lease operating expenses and
production taxes) decreased 16.8% for the year ended December 31, 1994
as compared to the year ended December 31, 1993. This decrease was
primarily due to workover expenses incurred in 1993, partially offset
by the increases in volumes of oil and natural gas sold in 1994. As a
percentage of oil and gas sales, these expenses decreased to 32.2% for
the year ended December 31, 1994 from 46.6% for the year ended
December 31, 1993. This percentage decrease was primarily due to the
dollar decrease in direct operating expenses.
Depreciation, depletion, and amortization of oil and gas
properties increased $23,790 for the year ended December 31, 1994 as
compared to the year ended December 31, 1993. This increase was
primarily due to increases in volumes of oil and natural gas sold and
retirements of oil and gas properties, partially offset by upward
reserve revisions at December 31, 1994. As a percentage of oil and
gas sales, this expense decreased to 32.8% for the year ended
December 31, 1994 from 38.4% for the year ended December 31, 1993.
This percentage decrease was primarily due to the dollar decrease
mentioned above, partially offset by the decreases in the average
prices of oil and natural gas sold.
General and administrative expenses expressed in dollars and as a
percentage of oil and gas sales remained relatively constant for the
year ended December 31, 1994 as compared to the year ended
December 31, 1993.
46
Average Sales Prices, Production Volumes and Average Production
Costs
The following is a comparison of the annual average oil and gas
sales prices, production volumes, and average production costs (lease
operating expenses and production taxes) per equivalent unit (one
barrel of oil or six Mcf of gas) for the years ended December 31,
1995, 1994, and 1993. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section
above.
1995 Compared to 1994
---------------------
Average Sales Prices
- ---------------------------------------------------------------
P/ship 1995 1994 % Change
- ------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
I-B $16.79 $1.17 $15.09 $1.83 11% (36%)
I-C 16.70 1.66 15.69 2.14 6% (22%)
I-D 16.44 1.50 15.44 1.90 7% (21%)
I-E 16.73 1.36 15.14 1.71 11% (20%)
I-F 16.61 1.42 15.20 1.72 9% (17%)
Production Volumes
- ---------------------------------------------------------------
P/ship 1995 1994 % Change
- -------- ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
I-B 4,628 150,238 9,132 172,201 (49%) (13%)
I-C 27,843 207,207 32,302 250,469 (14%) (17%)
I-D 22,427 577,969 26,369 701,737 (15%) (18%)
I-E 89,117 2,412,342 109,508 2,808,160 (19%) (14%)
I-F 45,101 711,486 54,874 910,692 (18%) (22%)
47
Average Production Costs per Equivalent Unit
---------------------------------
P/ship 1995 1994 % Change
------ ----- ----- --------
I-B $5.43 $3.87 40%
I-C 4.41 4.50 ( 2%)
I-D 1.99 2.44 (18%)
I-E 3.02 3.59 (16%)
I-F 4.25 3.74 14%
1994 Compared to 1993
---------------------
Average Sales Prices
--------------------------------------------------------------
P/ship 1994 1993 % Change
------ ---------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
I-B $15.09 $1.83 $16.84 $1.95 (10%) ( 6%)
I-C 15.69 2.14 17.45 2.28 (10%) ( 6%)
I-D 15.44 1.90 17.13 2.01 (10%) ( 5%)
I-E 15.14 1.71 16.50 1.80 ( 8%) ( 5%)
I-F 15.20 1.72 16.58 1.96 ( 8%) (12%)
Production Volumes
- ---------------------------------------------------------------
P/ship 1994 1993 % Change
- -------- ------------------ ----------------- -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------ --------- ------ -----
I-B 9,132 172,201 3,967 196,884 130% (13%)
I-C 32,302 250,469 27,177 245,018 19% 2%
I-D 26,369 701,737 19,688 539,557 34% 30%
I-E 109,508 2,808,160 97,120 2,284,352 13% 23%
I-F 54,874 910,692 49,213 601,658 12% 51%
48
Average Production Costs per Equivalent Unit
---------------------------------
P/ship 1994 1993 % Change
------ ----- ----- --------
I-B $3.87 $4.41 (12%)
I-C 4.50 4.60 ( 2%)
I-D 2.44 2.90 (16%)
I-E 3.59 4.57 (21%)
I-F 3.74 6.21 (40%)
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 directors and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
C. Philip Tholen 47 President and Chairman of
the Board of Directors
Dennis R. Neill 44 Senior Vice President and
Director
Jack A. Canon 46 Senior Vice President -
General Counsel
Drew S. Phillips 37 Vice President - Controller
Patrick M. Hall 37 Director
Annabel M. Jones 42 Secretary
Judy F. Hughes 49 Treasurer
49
The directors will hold office until the next annual meeting of
shareholders of the General Partner and until their successors have
been duly elected and qualified. All executive officers serve at the
discretion of the Boards of Directors.
C. Philip Tholen joined the Samson Companies in 1977 and has
served as President, Chief Executive Officer, and Director of the
General Partner since March 3, 1993. Prior to joining the Samson
Companies, he was an audit manager for Arthur Andersen & Co. in Tulsa
where he specialized in oil and natural gas industry audits and
contract audits. He holds a Bachelor of Science degree in accounting
from the University of Tulsa and is a Certified Public Accountant.
Mr. Tholen is also Executive Vice President, Chief Financial Officer,
Treasurer, and Director of Samson Investment Company; President, Chief
Executive Officer, and Chairman of the Board of Directors of Samson
Natural Gas Company, Dyco Petroleum Corporation, and Samson Resources
Company; President of two Divisions of Samson Natural Gas Company,
Samson Exploration Company and Samson Production Services Company;
Senior Vice President, Treasurer, and Director of Samson Properties
Incorporated; and Director of Circle L Drilling Company and Samson
Industrial Corporation.
Dennis R. Neill joined the Samson Companies in 1981 and was named
Senior Vice President and Director of the General Partner on March 3,
1993. Prior to joining the Samson Companies, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was
in the securities area. He received a Bachelor of Arts degree in
political science from Oklahoma State University and a Juris Doctorate
degree from the University of Texas. Mr. Neill also serves as Senior
Vice President, Chief Operating Officer, and Director of Samson
Properties Incorporated; Senior Vice President of Samson Hydrocarbons
Company; Senior Vice President and Director of Dyco Petroleum
Corporation; and President and Chairman of the Board of Directors of
Samson Securities Company.
Jack A. Canon joined the Samson Companies in 1983 and has served
as Senior Vice President - General Counsel of the General Partner
since March 3, 1993. Prior to joining the Samson Companies, he served
as a staff attorney for Terra Resources, Inc. and was associated with
the Tulsa law firm of Dyer, Powers, Marsh, Turner and Armstrong. He
received a Bachelor of Science degree in accounting from Quincy
College and a Juris Doctorate degree from the University of Tulsa.
Mr. Canon also serves as Secretary of Samson Investment Company;
Director of Samson Natural Gas Company, Samson Properties
Incorporated, Circle L Drilling Company, and Samson Securities
Company; Senior Vice President - General Counsel of Samson Production
Services Company and Dyco Petroleum Corporation; and Vice President -
General Counsel of Samson Industrial Corporation.
50
Drew S. Phillips joined the Samson Companies in 1984 and has
served as Vice President - Controller of the General Partner since
March 3, 1993. Prior to joining the Samson Companies, Mr. Phillips
was a senior accountant for Arthur Andersen & Co. He received a
Bachelor of Science degree in business administration from the
University of Arkansas and a Juris Doctorate degree from the
University of Tulsa. A certified public accountant, Mr. Phillips is
also Vice President - Financial and Tax Accounting of Samson
Production Services Company.
Patrick M. Hall joined the Samson Companies in 1983 and was named
Director of the General Partner on March 3, 1993. Prior to joining
the Samson Companies he was a senior accountant with Peat Marwick
Main & Co. in Tulsa. He holds a Bachelor of Science degree in
accounting from Oklahoma State University and is a Certified Public
Accountant. Mr. Hall is also a Director of Samson Natural Gas
Company; Senior Vice President - Controller and Director of Samson
Properties Incorporated; and Senior Vice President - Controller of
Samson Production Services Company and Dyco Petroleum Corporation.
Annabel M. Jones joined the Samson Companies in 1982 and was
named Secretary of the General Partner on March 3, 1993. Prior to
joining the Samson Companies she served as associate general counsel
of the Oklahoma Securities Commission. She holds Bachelor of Arts (in
political science) and Juris Doctorate degrees from the University of
Oklahoma. Ms. Jones serves as Assistant General Counsel - Corporate
Affairs for Samson Production Services Company, and is also Secretary
of Samson Properties Incorporated, Samson Natural Gas Company, Dyco
Petroleum Corporation, and Samson Industrial Corporation;
Vice-President, Secretary, and Director of Samson Securities Company;
and Assistant Secretary of Samson Investment Company.
Judy F. Hughes joined the Samson Companies in 1978 and was named
Treasurer of the General Partner on March 3, 1993. Prior to joining
the Samson Companies, she performed treasury functions with Reading &
Bates Corporation. She attended the University of Tulsa and also
serves as Treasurer of Samson Natural Gas Company, Dyco Petroleum
Corporation, and Samson Securities Company and Assistant Treasurer of
Samson Investment Company and Samson Industrial Corporation.
51
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual
general and administrative costs and operating costs incurred and
attributable to the conduct of the business affairs and operations of
the Partnerships, computed on a cost basis, determined in accordance
with generally accepted accounting principles. Such reimbursed costs
and expenses allocated to the Partnerships include office rent,
secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items
generally classified as general or administrative expense. The amount
of general and administrative expense allocated to the General Partner
and its affiliates which was charged to each Partnership for the years
ended December 31, 1995, 1994, and 1993 is set forth in the table
below.
Partnership 1995 1994 1993
----------- -------- -------- --------
I-B $ 41,178 $ 45,246 $ 49,958
I-C 93,550 94,020 94,020
I-D 79,944 79,944 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships
reimburse the General Partner or its affiliates for that portion of
such officers' and directors' salaries and expenses attributable to
time devoted by such individuals to the Partnerships' activities. The
following tables indicate the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1995, 1994, and 1993:
52
Salary Reimbursement
I-B Partnership
---------------
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(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $26,478 - - - - - -
1994 $23,980 - - - - - -
1995 $22,483 - - - - - -
- ---------------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
53
Salary Reimbursement
I-C Partnership
---------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $49,831 - - - - - -
1994 $49,831 - - - - - -
1995 $51,078 - - - - - -
- ---------------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
54
Salary Reimbursement
I-D Partnership
---------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ----- ------- ---------- -------- ------- -------
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $42,370 - - - - - -
1994 $42,370 - - - - - -
1995 $43,649 - - - - - -
- ---------------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
55
Salary Reimbursement
I-E Partnership
---------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $246,386 - - - - - -
1994 $246,386 - - - - - -
1995 $253,824 - - - - - -
- ---------------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
56
Salary Reimbursement
I-F Partnership
---------------
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Michael W.
Tomasso,
President,
Chief Executive
Officer<F1> 1993 - - - - - - -
C. Philip
Tholen,
President 1993 - - - - - - -
1994 - - - - - - -
1995 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group 1993 $84,334 - - - - - -
1994 $84,334 - - - - - -
1995 $86,880 - - - - - -
- ---------------
<FN>
<F1> Mr. Tomasso served as President and Chief Executive Officer of the General Partner through
March 3, 1993.
</FN>
57
Premier Gas Company ("Premier"), an affiliate of the Partnerships
until December 6, 1995, purchased a portion of the Partnerships' gas
at market prices and resold such gas at market prices directly to end-
users and local distribution companies. Premier performs this
function for both the Partnerships and unrelated third parties. The
table below summarizes the dollar amount of gas sold by the Partner-
ships to Premier for the years ended December 31, 1995, 1994, and
1993.
Partnership 1995 1994 1993
----------- ---------- ---------- ----------
I-B $ 43,625 $ 53,394 $ 41,358
I-C 2,521 17,173 28,197
I-D 362,560 437,754 509,603
I-E 2,099,338 2,420,656 3,024,088
I-F 481,355 574,321 495,262
See "Item 13. Certain Relationships and Related Transactions."
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such
affiliates for services as operator of the wells. As operator, such
affiliates are compensated at rates provided in the operating
agreements in effect and charged to all parties to such agreement.
Such compensation may occur both prior and subsequent to the
commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the
affiliates is impossible to quantify as of the date of this Annual
Report.
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1995, the Samson Companies
were in the business of supplying field and drilling equipment and
services to affiliated and unaffiliated parties in the industry.
These companies may have provided equipment and services for wells in
which the Partnerships have an interest. These equipment and services
were provided at prices or rates equal to or less than those normally
charged in the same or comparable geographic area by unaffiliated
persons or companies dealing at arm's length. The operators of these
wells bill the Partnerships for a portion of such costs based upon the
Partnerships' interest in the well.
58
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 29, 1996 by (i) each beneficial
owner of more than 5% of the issued and outstanding Units, (ii) the
directors and officers of the General Partner, and (iii) the General
Partner and its affiliates. The address of each of such persons is
Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
I-B Partnership:
- ---------------
Samson Properties Incorporated 1,725.2 (14.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 1,725.2 (14.4%)
I-C Partnership:
- ---------------
Samson Properties Incorporated 674.5 ( 7.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 674.5 ( 7.6%)
I-D Partnership:
- ---------------
Samson Properties Incorporated 575.0 ( 8.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 575.0 ( 8.0%)
59
I-E Partnership:
- ---------------
Samson Properties Incorporated 4,934.3 (11.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 4,934.3 (11.8%)
I-F Partnership:
- ---------------
Samson Properties Incorporated 1,725.3 (12.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (10 persons) 1,725.3 (12.0%)
To the knowledge of the Partnerships and the General Partner,
there were no officers, directors, or 5% owners who were delinquent
filers of reports required under Section 16 of the Securities Exchange
Act of 1934.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil
and gas activities independently of the Partnerships which result in
conflicts of interest that cannot be totally eliminated. The
allocation of acquisition and drilling opportunities and the nature of
the compensation arrangements between the Partnerships and the General
Partner also create potential conflicts of interest. Affiliates of
the Partnerships own some of the Partnerships' Units and therefore
have 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.
60
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the
Partnerships do not have any employees, but instead rely on the
personnel of the Samson Companies. The Partnerships thus compete with
the Samson Companies (including other currently sponsored oil and gas
partnerships) for the time and resources of such personnel. The
Samson Companies devote such time and personnel to the management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.
As a result of Samson Investment Company's ("Samson") acquisition
of Geodyne Resources, Samson, PaineWebber, Geodyne Resources, and the
General Partner entered into an advisory agreement which relates
primarily to the Partnerships. PaineWebber served as the dealer
manager of the original offering of Units. The Advisory Agreement
became effective on March 3, 1993 and will generally continue in
effect for a period of five years from the date thereof. The Advisory
Agreement provides that: (i) Samson, Geodyne Resources, and the
General Partner will comply, and will cause the Partnerships to
comply, with provisions of the Partnership Agreements (including all
restrictions, prohibitions, and other provisions of such agreements
concerning transactions in which Samson or its affiliates purchase or
sell properties from or to, or render services to, the Partnerships
and the terms of such agreements relating to farmouts of oil and gas
properties), and Samson and Geodyne Resources will cause the General
Partner to comply with all applicable fiduciary duties; (ii) Samson
will review periodically with PaineWebber on a retrospective basis the
general operations and performance of the Partnerships and the terms
of any material transaction by a Partnership, including any
transaction that involves participation by the Samson Companies; and
(iii) Samson will review with PaineWebber on a prospective basis, and
will allow PaineWebber to advise Samson and to comment on, (A) any
General Partner-initiated amendment to a Partnership Agreement which
requires a vote of the Limited Partners of such Partnership and (B)
any proposal initiated by the General Partner or any of its affiliates
that would involve a reorganization, merger, or consolidation of a
Partnership, a sale of all or substantially all of the assets of a
Partnership (including a roll-up or corporate stock exchange), the
liquidation or dissolution of a Partnership, or the exchange of cash,
securities, or other assets for all or any outstanding Units.
61
In addition, the Advisory Agreement provides that: (i) Samson
will cause Geodyne Resources to offer to repurchase Units at a price
to be calculated in accordance with certain guidelines and to be paid
in cash or a combination of cash and certain securities, all subject
to certain limitations and restrictions; (ii) for a 24-month period
beginning on March 1, 1993, the aggregate annual maximum amount
chargeable to the Partnerships for direct administrative costs and
general and administrative costs (as defined in the Partnership
Agreements) will be reduced by an aggregate $800,000 from current
levels for all partnerships sponsored by Geodyne Resources'
subsidiaries and that certain other limits on amounts charged to the
Partnerships for general and administrative costs will be observed;
(iii) Samson will provide PaineWebber certain information relating to
the Partnerships and the Limited Partners; (iv) Samson and Geodyne
Resources will maintain an "800" investor services telephone number;
(v) Samson and Geodyne Resources will take certain actions with
respect to oil and gas properties held by nominees, insurance
maintained by the Partnerships, approval as to transfers of interests
in the Partnerships and the selection of independent reserve
engineers; (vi) Samson and Geodyne Resources acknowledge the standing
of PaineWebber to institute actions, subject to certain limitations,
in connection with the Advisory Agreement on behalf of the Limited
Partners; and (vii) if Samson proposes a consolidation, merger, or
exchange offer involving any limited partnership managed by Samson
(other than Samson Energy Company Limited Partnership), it will
propose to include all of the Partnerships in such transaction or
provide a statement to PaineWebber as to the reasons why some or all
of the Partnerships are not included in such transaction.
Pursuant to the Advisory Agreement, Geodyne Resources has agreed
to reimburse PaineWebber for all reasonable expenses incurred by it in
connection with the matters contemplated by the Advisory Agreement,
and Samson has agreed to indemnify PaineWebber and certain related
parties from certain liabilities incurred in connection with the
Advisory Agreement.
Affiliates of the Partnerships are solely responsible for the
negotiation, administration, and enforcement of oil and gas sales
agreements covering the Partnerships' leasehold interests. Until
December 6, 1995, the General Partner had delegated the negotiation,
administration, and enforcement of its gas sales agreements to
Premier. In addition to providing such administrative services,
Premier purchased and resold gas directly to end-users and local
distribution companies. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to
other members of the Samson Companies, contract amendments and
negotiating positions taken by them in their effort to enforce
contracts with purchasers may not necessarily represent the positions
that the Partnerships would take if they were to administer their own
contracts without involvement with other members of the Samson
Companies. On the other hand, management believes that the
62
Partnerships' negotiating strength and contractual positions have been
enhanced by virtue of their affiliation with the Samson Companies.
For a description of certain of the relationships and related
transactions see "Item 11. Executive Compensation."
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Financial Statements, Financial Statement Schedules, and
Exhibits.
(1) Financial Statements: The following financial
statements for the
Geodyne Energy Income Limited Partnership I-B
Geodyne Energy Income Limited Partnership I-C
Geodyne Energy Income Limited Partnership I-D
Geodyne Energy Income Limited Partnership I-E
Geodyne Energy Income Limited Partnership I-F
as of December 31, 1995 and 1994 and for each of the
three years in the period ended December 31, 1995 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. These schedules have been omitted since the
required information is presented in the financial
statements or is not applicable.
(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.
63
Partnership Filing Date File No.
----------- ------------ --------
I-B May 23, 1986 0-14657
I-C May 23, 1986 0-14658
I-D May 5, 1987 0-15831
I-E May 5, 1987 0-15832
I-F May 5, 1987 0-15833
4.2 Advisory Agreement dated as of November 24, 1992
between Samson, PaineWebber, Geodyne Resources,
Geodyne Properties, Inc., Geodyne Production
Company, and Geodyne Energy Company filed as
Exhibit 28.3 to Registrant's Current Report on
Form 8-K on December 24, 1992 and is hereby
incorporated by reference.
4.3 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-B, filed as
Exhibit 4.1 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission 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 I-C, filed as
Exhibit 4.2 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission 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 I-D, filed as
Exhibit 4.3 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission 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 I-E, filed as
Exhibit 4.4 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
64
4.7 Second Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-F, filed as
Exhibit 4.5 to Registrant's Current Report on Form
8-K dated August 2, 1993 and filed with the
Securities and Exchange Commission on August 10,
1993 and is hereby incorporated by reference.
* 23.1 Consent of Ryder Scott Company Petroleum
Engineers for Geodyne Energy Income Limited
Partnership I-B.
* 23.2 Consent of Ryder Scott Company Petroleum
Engineers for Geodyne Energy Income Limited
Partnership I-C.
* 23.3 Consent of Ryder Scott Company Petroleum
Engineers for Geodyne Energy Income Limited
Partnership I-D.
* 23.4 Consent of Ryder Scott Company Petroleum
Engineers for Geodyne Energy Income Limited
Partnership I-E.
* 23.5 Consent of Ryder Scott Company Petroleum
Engineers for Geodyne Energy Income Limited
Partnership I-F.
* 27.1 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership I-B's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.2 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership I-C's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.3 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership I-D's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
65
* 27.4 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership I-E's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
* 27.5 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership I-F's financial
statements as of December 31, 1995 and for the
year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1995:
None.
66
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-B
By: GEODYNE PROPERTIES, INC.
General Partner
April 2, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
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/C. Philip Tholen President and April 2, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 2, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 2, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 2, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 2, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 2, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 2, 1996
-------------------
Judy F. Hughes
67
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-C
By: GEODYNE PROPERTIES, INC.
General Partner
April 2, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
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/C. Philip Tholen President and April 2, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 2, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 2, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 2, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 2, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 2, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 2, 1996
-------------------
Judy F. Hughes
68
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-D
By: GEODYNE PROPERTIES, INC.
General Partner
April 2, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
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/C. Philip Tholen President and April 2, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 2, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 2, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 2, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 2, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 2, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 2, 1996
-------------------
Judy F. Hughes
69
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-E
By: GEODYNE PROPERTIES, INC.
General Partner
April 2, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
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/C. Philip Tholen President and April 2, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 2, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 2, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 2, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 2, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 2, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 2, 1996
-------------------
Judy F. Hughes
70
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-F
By: GEODYNE PROPERTIES, INC.
General Partner
April 2, 1996
By: /s/C. Philip Tholen
------------------------------
C. Philip Tholen
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/C. Philip Tholen President and April 2, 1996
------------------- Chairman of the
C. Philip Tholen Board (Principal
Executive Officer)
/s/Dennis R. Neill Senior Vice April 2, 1996
------------------- President and
Dennis R. Neill Director
/s/Jack A. Canon Senior Vice April 2, 1996
------------------- President -
Jack A. Canon General Counsel
/s/Drew S. Phillips Vice-President - April 2, 1996
------------------- Controller
Drew S. Phillips (Principal
Accounting Officer)
/s/Patrick M. Hall Director April 2, 1996
-------------------
Patrick M. Hall
/s/Annabel M. Jones Secretary April 2, 1996
-------------------
Annabel M. Jones
/s/Judy F. Hughes Treasurer April 2, 1996
-------------------
Judy F. Hughes
71
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE PRODUCTION PARTNERSHIP I-B
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership I-B, an Oklahoma limited partnership, and
Geodyne Production Partnership I-B, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-B and
Geodyne Production Partnership I-B at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership I-B and Geodyne Production
Partnership I-B changed their policy of accounting for impairment of
their oil and gas properties on October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 25,001 $ 56,549
Accounts receivable:
General Partner 4,074 -
Oil and gas sales, including
$5,872 and $4,750 due from
related parties 38,453 46,468
------- ---------
Total current assets $ 67,528 $ 103,017
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 482,234 903,058
DEFERRED CHARGE 98,278 120,243
------- ---------
$648,040 $1,126,318
======= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 7,659 $ 19,982
Gas imbalance payable 73,983 17,999
------- ---------
Total current liabilities $ 81,642 $ 37,981
ACCRUED LIABILITY $ 34,173 $ 37,647
PARTNERS' CAPITAL (DEFICIT):
General Partner ( 104,724) ($ 95,948)
Limited Partners, issued and
outstanding, 11,958 Units 636,949 1,146,638
------- ---------
Total Partners' capital 532,225 $1,050,690
------- ---------
$648,040 $1,126,318
======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$43,625, $53,394, and
$41,358 of sales to
related parties $254,050 $453,021 $451,266
Interest income 614 1,527 951
Gain on sale of oil and
gas properties 4,772 - -
------- ------- -------
$259,436 $454,548 $452,217
COSTS AND EXPENSES:
Lease operating $143,112 $113,509 $125,884
Production tax 17,997 32,894 36,460
Depreciation, depletion,
and amortization of oil
and gas properties 303,520 294,794 518,349
Impairment provision 125,159 - -
General and administrative 48,113 56,861 60,520
------- ------- -------
$637,901 $498,058 $741,213
------- ------- -------
NET LOSS ($378,465) ($ 43,510) ($288,996)
======= ======= =======
GENERAL PARTNER -
NET INCOME (LOSS) ($ 1,776) $ 9,616 $ 6,284
======= ======= =======
LIMITED PARTNERS - NET LOSS ($376,689) ($ 53,126) ($295,280)
======= ======= =======
NET LOSS per Unit ($ 31.50) ($ 4.44) ($ 24.69)
======= ======= =======
UNITS OUTSTANDING 11,958 11,958 11,958
======= ======= =======
The accompanying notes are an integral
part of these combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1992 $1,905,917 ( 89,918) $1,815,999
Net income (loss) ( 295,280) 6,284 ( 288,996)
Cash distributions ( 161,873) ( 9,930) ( 171,803)
--------- ------- ---------
Balance, Dec. 31, 1993 $1,448,764 ( $93,564) $1,355,200
Net income (loss) ( 53,126) 9,616 ( 43,510)
Cash distributions ( 249,000) ( 12,000) ( 261,000)
--------- ------- ---------
Balance, Dec. 31, 1994 $1,146,638 ( $95,948) $1,050,690
Net loss ( 376,689) ( 1,776) ( 378,465)
Cash distributions ( 133,000) ( 7,000) ( 140,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $ 636,949 ($104,724) $ 532,225
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss ($378,465) ($ 43,510) ($288,996)
Adjustments to reconcile net
loss to net cash provided by
operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 303,520 294,794 518,349
Impairment provision 125,159 - -
Gain on sale of oil
and gas properties ( 4,772) - -
Increase in accounts
receivable-General Partner ( 4,074) - -
(Increase) decrease in
accounts receivable 8,015 28,913 ( 15,387)
(Increase) decrease in
deferred charge 21,965 ( 47,865) ( 72,378)
Increase (decrease) in
accounts payable ( 12,323) 7,390 ( 5,594)
Increase in gas
imbalance payable 55,984 17,999 -
Increase (decrease) in
accrued liability ( 3,474) 5,011 32,636
------- ------- -------
Net cash provided by operating
activities $111,535 $262,732 $168,630
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ($ 8,037) ($ 13) ($ 377)
Proceeds from sale of oil and
gas properties 4,954 20 39,742
------- ------- -------
Net cash provided (used) by
investing activities ($ 3,083) $ 7 $ 39,365
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($140,000) ($261,000) ($171,803)
------- ------- -------
Net cash used by financing
activities ($140,000) ($261,000) ($171,803)
------- ------- -------
F-5
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($ 31,548) $ 1,739 $ 36,192
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 56,549 54,810 18,618
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $ 25,001 $ 56,549 $ 54,810
======= ======= =======
The accompanying notes are an integral
part of these combined financial statements.
F-6
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE PRODUCTION PARTNERSHIP I-C
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership I-C, an Oklahoma limited partnership, and
Geodyne Production Partnership I-C, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-B and
Geodyne Production Partnership I-B at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership I-C and Geodyne Production
Partnership I-C changed their policy of accounting for impairment of
their oil and gas properties on October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $115,815 $ 116,512
Accounts receivable:
General Partner 18,104 -
Oil and gas sales, including
$2,078 due from related
parties in 1994 161,572 142,877
------- ---------
Total current assets $295,491 $ 259,389
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method $445,122 783,132
DEFERRED CHARGE 39,457 53,687
------- ---------
780,070 $1,096,208
======= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 16,781 $ 21,359
Gas imbalance payable 13,021 2,369
------- ---------
Total current liabilities $ 29,802 $ 23,728
ACCRUED LIABILITY $ 15,632 $ 18,912
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 66,308) ($ 63,764)
Limited Partners, issued and
outstanding, 8,885 Units 800,944 1,117,332
------- ---------
Total Partners' capital $734,636 $1,053,568
------- ---------
$780,070 $1,096,208
======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$2,521, $17,173, and
$28,197 of sales to
related parties $808,435 $1,042,630 $1,032,753
Interest income 4,052 3,606 2,918
Gain on sale of oil
and gas properties 39,926 - -
Other income - 189 -
-------- --------- ---------
$852,413 $1,046,425 $1,035,671
COSTS AND EXPENSES:
Lease operating $219,066 $ 272,832 $ 235,758
Production tax 56,131 60,411 77,167
Depreciation, depletion,
and amortization of oil
and gas properties 181,870 258,978 335,011
Impairment provision 155,698 - -
General and administrative 100,580 104,385 102,918
------- --------- ---------
$713,345 $ 696,606 $ 750,854
------- --------- ---------
NET INCOME $139,068 $ 349,819 $ 284,817
======= ========= =========
GENERAL PARTNER - NET INCOME $ 20,456 $ 27,850 $ 27,641
======= ========= =========
LIMITED PARTNERS - NET INCOME $118,612 $ 321,969 $ 257,176
======= ========= =========
NET INCOME per Unit $ 13.35 $ 36.24 $ 28.94
======= ========= =========
UNITS OUTSTANDING 8,885 8,885 8,885
======= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1992 $1,743,099 ($54,895) $1,688,204
Net income 257,176 27,641 284,817
Cash distributions ( 659,912) ( 36,060) ( 695,972)
--------- ------ ---------
Balance, Dec. 31, 1993 $1,340,363 ( 63,314) $1,277,049
Net income 321,969 27,850 349,819
Cash distributions ( 545,000) ( 28,300) ( 573,300)
--------- ------ ---------
Balance, Dec. 31, 1994 $1,117,332 ($63,764) $1,053,568
Net income 118,612 20,456 139,068
Cash distributions ( 435,000) ( 23,000) ( 458,000)
--------- ------ ---------
Balance, Dec. 31, 1995 $ 800,944 ($66,308) $ 734,636
========= ====== =========
The accompanying notes are an integral
part of these combined financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $139,068 $349,819 $284,817
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation, depletion, and
amortization of oil and gas
properties 181,870 258,978 335,011
Impairment provision 155,698 - -
Gain on sale of oil
and gas properties ( 39,926) - -
Increase in accounts
receivable-General Partner ( 18,104) - -
(Increase) decrease in
accounts receivable ( 18,695) 22,563 31,268
(Increase) decrease in
deferred charge 14,230 ( 18,785) ( 34,902)
Increase (decrease) in accounts
payable ( 4,578) ( 4,072) 9,028
Increase in gas imbalance
payable 10,652 2,369 -
Increase (decrease) in accrued
liability ( 3,280) 8,355 10,557
------- ------- -------
Net cash provided by operating
activities $416,935 $619,227 $635,779
------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures $ - ($ 17,121) ($ 588)
Proceeds from sale of oil and
gas properties 40,368 4 36,584
------- ------- -------
Net cash provided (used) by
investing activities $ 40,368 ($ 17,117) $ 35,996
------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Cash distributions ($458,000) ($573,300) ($695,972)
------- ------- -------
Net cash used by financing
activities ($458,000) ($573,300) ($695,972)
------- ------- -------
F-11
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS ($ 697) $ 28,810 ($ 24,197)
CASH AND CASH EQUIVALENTS AT
BEGINNING OF PERIOD 116,512 87,702 111,899
------- ------- -------
CASH AND CASH EQUIVALENTS AT
END OF PERIOD $115,815 $116,512 $ 87,702
======= ======= =======
The accompanying notes are an integral
part of these combined financial statements.
F-12
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE PRODUCTION PARTNERSHIP I-D
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership I-D, an Oklahoma limited partnership, and
Geodyne Production Partnership I-D, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-D and
Geodyne Production Partnership I-D at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership I-D and Geodyne Production
Partnership I-D changed their policy of accounting for impairment of
their oil and gas properties on October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 245,666 $ 247,485
Accounts receivable:
Oil and gas sales, including
$65,811 and $45,181 due from
related parties 224,856 213,580
--------- ---------
Total current assets $ 470,522 $ 461,065
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,010,429 1,274,781
DEFERRED CHARGE 113,490 97,856
--------- ---------
$1,594,441 $1,833,702
========= =========
LIABILITIES AND PARTNERS' CAPITAL
---------------------------------
CURRENT LIABILITIES:
Accounts payable $ 30,749 $ 36,349
Gas imbalance payable 67,130 77,340
--------- ---------
Total current liabilities $ 97,879 $ 113,689
ACCRUED LIABILITY $ 17,970 $ 41,208
PARTNERS' CAPITAL:
General Partner $ 17,993 $ 9,506
Limited Partners, issued and
outstanding, 7,195 Units 1,460,599 1,669,299
--------- ---------
Total Partners' capital $1,478,592 $1,678,805
--------- ---------
$1,594,441 $1,833,702
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$362,560, $437,754, and
$509,603 of sales to
related parties $1,237,419 $1,738,315 $1,422,035
Interest income 8,358 12,843 8,172
Gain on sale of oil and
gas properties 1,377 2,993 -
Other income - 123 430
--------- --------- ---------
$1,247,154 $1,754,274 $1,430,637
COSTS AND EXPENSES:
Lease operating $ 144,541 $ 245,671 $ 218,029
Production tax 92,050 103,352 100,024
Depreciation, depletion,
and amortization of oil
and gas properties 249,914 340,098 468,905
Impairment provision 19,510 - -
General and administrative 89,352 90,992 88,613
--------- --------- ---------
$ 595,367 $ 780,113 $ 875,571
--------- --------- ---------
NET INCOME $ 651,787 $ 974,161 $ 555,066
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 135,487 $ 193,738 $ 148,907
========= ========= =========
LIMITED PARTNERS - NET INCOME $ 516,300 $ 780,423 $ 406,159
========= ========= =========
NET INCOME per Unit $ 71.76 $ 108.47 $ 56.45
========= ========= =========
UNITS OUTSTANDING 7,195 7,195 7,195
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1992 $2,542,453 $ 24,421 $2,566,874
Net income 406,159 148,907 555,066
Cash distributions ( 1,054,736) ( 177,560) ( 1,232,296)
--------- ------- ---------
Balance, Dec. 31, 1993 $1,893,876 ( 4,232) $1,889,644
Net income 780,423 193,738 974,161
Cash distributions ( 1,005,000) ( 180,000) ( 1,185,000)
--------- ------- ---------
Balance, Dec. 31, 1994 $1,669,299 $ 9,506 $1,678,805
Net income 516,300 135,487 651,787
Cash distributions ( 725,000) ( 127,000) ( 852,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $1,460,599 $ 17,993 $1,478,592
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $651,787 $ 974,161 $ 555,066
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 249,914 340,098 468,905
Impairment provision 19,510 - -
Gain on sale of oil and
gas properties ( 1,377) ( 2,993) -
(Increase) decrease in
accounts receivable ( 11,276) 46,746 67,184
(Increase) decrease in
deferred charge ( 15,634) 16,147 -
Increase (decrease) in
accounts payable ( 5,600) ( 19,466) 25,610
Increase (decrease) in
gas imbalance payable ( 10,210) ( 261,883) 78,556
Increase (decrease) in
accrued liability ( 23,238) 10,797 -
------- --------- ---------
Net cash provided by
operating activities $853,876 $1,103,607 $1,195,321
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 7,434) ($ 58,268) ($ 15,748)
Proceeds from sale of
oil and gas properties 3,739 5,767 -
------- --------- ---------
Net cash used by investing
activities ($ 3,695) ($ 52,501) ($ 15,748)
------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($852,000) ($1,185,000) ($1,232,296)
------- --------- ---------
Net cash used by financing
activities ($852,000) ($1,185,000) ($1,232,296)
------- --------- ---------
F-17
NET DECREASE IN CASH AND
CASH EQUIVALENTS ($ 1,819) ($ 133,894) ($ 52,723)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 247,485 381,379 434,102
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $245,666 $ 247,485 $ 381,379
======= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-18
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE PRODUCTION PARTNERSHIP I-E
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership I-E, an Oklahoma limited partnership, and
Geodyne Production Partnership I-E, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-E and
Geodyne Production Partnership I-E at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership I-E and Geodyne Production
Partnership I-E changed their policy of accounting for impairment of
their oil and gas properties on October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 734,316 $ 679,615
Accounts receivable:
Oil and gas sales, including
$373,412 and $307,819 due
from related parties 775,771 862,080
--------- ----------
Total current assets $1,510,087 $ 1,541,695
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 6,504,506 8,550,992
DEFERRED CHARGE 942,747 944,469
--------- ----------
$8,957,340 $11,037,156
========= ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 172,888 $ 220,670
Gas imbalance payable 210,231 235,677
--------- ----------
Total current liabilities $ 383,119 $ 456,347
ACCRUED LIABILITY $ 135,446 $ 379,615
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 54,687) ($ 115,710)
Limited Partners, issued and
outstanding, 41,839 Units 8,493,462 10,316,904
--------- ----------
Total Partners' capital $8,438,775 $10,201,194
--------- ----------
$8,957,340 $11,037,156
========= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$2,099,338, $2,420,656,
and $3,024,088 of sales
to related parties $4,777,881 $6,455,258 $5,714,015
Interest income 28,581 31,102 22,750
Gain on sale of oil and
gas properties 3,843 11,697 21,887
Other income - 370 1,656
--------- --------- ---------
$4,810,305 $6,498,427 $5,760,308
COSTS AND EXPENSES:
Lease operating $1,161,941 $1,691,839 $1,733,220
Production tax 319,588 380,840 449,292
Depreciation, depletion,
and amortization of oil
and gas properties 1,385,245 2,139,357 2,332,197
Impairment provision 748,728 - -
General and administrative 510,222 515,945 499,652
--------- --------- ---------
$4,125,724 $4,727,981 $5,014,361
--------- --------- ---------
NET INCOME $ 684,581 $1,770,446 $ 745,947
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 368,023 $ 369,587 $ 284,492
========= ========= =========
LIMITED PARTNERS - NET INCOME $ 316,558 $1,400,859 $ 461,455
========= ========= =========
NET INCOME per Unit $ 7.57 $ 33.48 $ 11.03
========= ========= =========
UNITS OUTSTANDING 41,839 41,839 41,839
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1992 $15,270,170 ($ 66,309) $15,203,861
Net income 461,455 284,492 745,947
Cash distributions ( 3,760,580) ( 363,480) ( 4,124,060)
---------- ------- ----------
Balance, Dec. 31, 1993 $11,971,045 ($145,297) $11,825,748
Net income 1,400,859 369,587 1,770,446
Cash distributions ( 3,055,000) ( 340,000) ( 3,395,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $10,316,904 ($115,710) $10,201,194
Net income 316,558 368,023 684,581
Cash distributions ( 2,140,000) ( 307,000) ( 2,447,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 8,493,462 ($ 54,687) $ 8,438,775
========== ======= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 684,581 $1,770,446 $ 745,947
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 1,385,245 2,139,357 2,332,197
Impairment provision 748,728 - -
Gain on sale of oil and
gas properties ( 3,843) ( 11,697) ( 21,887)
Decrease in accounts
receivable 86,309 139,913 145,783
(Increase) decrease in
deferred charge 1,722 ( 191,260) ( 753,209)
Increase (decrease)
in accounts payable ( 47,782) ( 21,367) 61,677
Increase (decrease) in
gas imbalance payable ( 25,446) ( 982,416) 758,989
Increase (decrease) in
accrued liability ( 244,169) 200,619 178,996
--------- --------- ---------
Net cash provided by
operating activities $2,585,345 $3,043,595 $3,448,493
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 105,852) ($ 197,394) $ 310,964
Proceeds from sale of
oil and gas properties 22,208 29,932 30,974
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 83,644) ($ 167,462) $ 341,938
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,447,000) ($3,395,000) ($4,124,060)
--------- --------- ---------
Net cash used by financing
activities ($2,447,000) ($3,395,000) ($4,124,060)
--------- --------- ---------
F-23
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 54,701 ($ 518,867) ($ 333,629)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 679,615 1,198,482 1,532,111
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 734,316 $ 679,615 $1,198,482
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE PRODUCTION PARTNERSHIP I-F
We have audited the combined balance sheets of the Geodyne Energy
Income Limited Partnership I-F, an Oklahoma limited partnership, and
Geodyne Production Partnership I-F, an Oklahoma general partnership,
as of December 31, 1995 and 1994 and the related combined statements
of operations, changes in partners' capital (deficit), and cash flows
for the years ended December 31, 1995, 1994, and 1993. These
financial statements are the responsibility of the Partnerships'
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the combined financial statements referred to
above present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-F and
Geodyne Production Partnership I-F at December 31, 1995 and 1994 and
the combined results of their operations and cash flows for the years
ended December 31, 1995, 1994, and 1993, in conformity with generally
accepted accounting principles.
As discussed in Note 1 to the combined financial statements, the
Geodyne Energy Income Limited Partnership I-F and Geodyne Production
Partnership I-F changed their policy of accounting for impairment of
their oil and gas properties on October 1, 1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 25, 1996
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Balance Sheets
December 31, 1995 and 1994
ASSETS
------
1995 1994
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 272,653 $ 305,618
Accounts receivable:
Oil and gas sales, including
$78,769 and $75,780 due
from related parties 274,349 343,004
--------- ---------
Total current assets $ 547,002 $ 648,622
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,038,534 2,742,460
DEFERRED CHARGE 538,858 487,625
--------- ---------
$3,124,394 $3,878,707
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 64,142 $ 78,569
Gas imbalance payable 83,203 88,480
--------- ---------
Total current liabilities $ 147,345 $ 167,049
ACCRUED LIABILITY $ 79,435 $ 63,878
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 25,679) ($ 33,134)
Limited Partners, issued and
outstanding, 14,321 Units 2,923,293 3,680,914
--------- ---------
Total Partners' capital $2,897,614 $3,647,780
--------- ---------
$3,124,394 $3,878,707
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Operations
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
---------- ---------- ----------
REVENUES:
Oil and gas sales, including
$481,355, $574,321, and
$495,262 of sales to
related parties $1,762,969 $2,402,053 $1,992,506
Interest income 9,438 13,530 10,000
Gain on sale of oil and
gas properties 4,726 3,563 15,284
Other income - 123 487
--------- --------- ---------
$1,777,133 $2,419,269 $2,018,277
COSTS AND EXPENSES:
Lease operating $ 579,433 $ 629,878 $ 788,891
Production tax 115,608 142,934 140,043
Depreciation, depletion,
and amortization of oil
and gas properties 492,745 789,044 765,254
Impairment provision 258,913 - -
General and administrative 175,600 178,404 175,131
--------- --------- ---------
$1,622,299 $1,740,260 $1,869,319
--------- --------- ---------
NET INCOME $ 154,834 $ 679,009 $ 148,958
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 117,455 $ 138,915 $ 83,769
========= ========= =========
LIMITED PARTNERS - NET INCOME $ 37,379 $ 540,094 $ 65,189
========= ========= =========
NET INCOME per Unit $ 2.61 $ 37.71 $ 4.55
========= ========= =========
UNITS OUTSTANDING 14,321 14,321 14,321
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 1995, 1994, and 1993
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1992 $5,083,655 ($ 33,008) $5,050,647
Net income 65,189 83,769 148,958
Cash distributions ( 978,024) ( 108,810) ( 1,086,834)
--------- ------- ---------
Balance, Dec. 31, 1993 $4,170,820 ($ 58,049) $4,112,771
Net income 540,094 138,915 679,009
Cash distributions ( 1,030,000) ( 114,000) ( 1,144,000)
--------- ------- ---------
Balance, Dec. 31, 1994 $3,680,914 ($ 33,134) $3,647,780
Net income 37,379 117,455 154,834
Cash distributions ( 795,000) ( 110,000) ( 905,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $2,923,293 ($ 25,679) $2,897,614
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Cash Flows
For the Years Ended December 31, 1995, 1994, and 1993
1995 1994 1993
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 154,834 $ 679,009 $ 148,958
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 492,745 789,044 765,254
Impairment provision 258,913 - -
Gain on sale of oil
and gas properties ( 4,726) ( 3,563) ( 15,284)
(Increase) decrease in
accounts receivable 68,655 ( 5,061) 159,310
Increase in deferred
charge ( 51,233) ( 49,945) -
Increase (decrease) in
accounts payable ( 14,427) ( 31,963) 44,319
Increase (decrease) in
gas imbalance payable ( 5,277) ( 291,636) 81,656
Increase (decrease) in
accrued liability 15,557 ( 14,122) -
--------- --------- ---------
Net cash provided by
operating activities $ 915,041 $1,071,763 $1,184,213
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 54,383) ($ 83,883) ($ 113,837)
Proceeds from sale of
oil and gas properties 11,377 13,755 21,559
--------- --------- ---------
Net cash used by investing
activities ($ 43,006) ($ 70,128) ($ 92,278)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 905,000) ($1,144,000) ($1,086,834)
--------- --------- ---------
Net cash used by financing
activities ($ 905,000) ($1,144,000) ($1,086,834)
--------- --------- ---------
F-29
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 32,965) ($ 142,365) $ 5,101
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 305,618 447,983 442,882
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 272,653 $ 305,618 $ 447,983
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS
Notes to the Combined Financial Statements
For the Years Ended December 31, 1995, 1994, and 1993
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partner-
ships") were formed pursuant to a public offering of depositary units
("Units"). Upon formation, investors became limited partners (the
"Limited Partners") and held Units issued by each Partnership.
Geodyne Properties, Inc. is the general partner of the Partnerships.
Each Partnership is a general partner in the related Geodyne Energy
Income Production Partnership (collectively, the "Production
Partnership") in which Geodyne Production Company serves as the
managing partner. Geodyne Properties, Inc. and Geodyne Production
Company are both wholly-owned subsidiaries of Geodyne Resources, Inc.
Limited Partner capital contributions were contributed to the related
Production Partnerships for investment in producing oil and gas
properties. The Partnerships were activated on the following dates
with the following Limited Partner capital contributions:
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ --------------
I-B July 12, 1985 $11,957,700
I-C December 20, 1985 8,884,900
I-D March 4, 1986 7,194,700
I-E September 10, 1986 41,839,400
I-F December 16, 1986 14,320,900
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." The General
Partner and its affiliates owned the following Units at December 31,
1995:
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
I-B 1,654.8 13.8%
I-C 644.4 7.3%
I-D 494.9 6.9%
I-E 4,886.1 11.7%
I-F 1,670.3 11.7%
F-31
The Partnerships' sole business is the development and production
of oil and natural gas. Substantially all of the Partnerships'
natural gas reserves are being sold regionally in the "spot market."
Due to the highly competitive nature of the spot market, prices on the
spot market are subject to wide seasonal and regional pricing
fluctuations. In addition, such spot market sales are generally
short-term in nature and are dependent upon the obtaining of
transportation services provided by pipelines.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partner-
ship's limited partnership agreement and each Production Partnership's
partnership agreement (collectively, the "Partnership Agreement")
results in allocations of costs and income between the Limited
Partners and General Partner as follows:
Before Payout After Payout
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(1)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling 10% 90% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(2) 10% 90% 15% 85%
Income(1)
- ------------------------
Temporary investments of
Limited Partners'
capital contributions 1% 99% 1% 99%
Income from oil and gas
production(2) 10% 90% 15% 85%
Sale of producing pro-
perties (2) 10% 90% 15% 85%
All other income 10% 90% 15% 85%
- ----------
F-32
(1) The allocations in the table result generally from the combined
effect of the allocation provisions in the Partnership
Agreements. For example, the costs incurred in development
drilling are allocated 90.9091% to the limited partnership and
9.0909% to the managing partner. The 90.9091% 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 90% of such costs and the General
Partner is allocated 10% of such costs.
(2) Distributions of cash and the above allocation of income and
costs of the General Partner are subject to subordination during
the first two twelve-month "allocation periods". The first
twelve-month "allocation period" commenced on the last day of the
first full fiscal quarter after the earlier of (i) the date on
which 90% of a limited partnership's capital contribution to a
Production Partnership has been expended or (ii) two years after
activation of a Production Partnership. The second twelve-month
"allocation period" commenced at the end of the first allocation
period. To the extent that the amount of cash distributed in the
allocation periods is insufficient to permit the Limited Partners
to receive a 15% cumulative (but not compounded) twelve-month
return on their capital contributions, up to one-half of the
managing partners' share of distributable cash after each such
allocation period, and a corresponding amount of their allocable
share of income and costs, shall thereafter be allocated to
permit the Limited Partners to receive, to the extent available,
the aggregate amount of such deficiency. After the allocation
periods, the managing partner may recoup amounts previously
allocated to the Limited Partners pursuant to this subordination
provision to the extent income is otherwise sufficient to permit
Limited Partners to receive at least a 15% cumulative (but not
compounded) twelve-month return since the commencement of the
allocation periods.
Currently, the I-B and I-C Partnerships are subject to
subordination as discussed above, as the Limited Partners did not
receive a 15% cumulative cash distribution; therefore, one-half of the
General Partner's income and costs for those Partnerships are being
allocated to the Limited Partners.
The I-D Partnership achieved payout late in 1991. Beginning with
1992, operations for the I-D Partnership were allocated using the
after payout percentages set forth in the table. The I-E and I-F
Partnerships achieved payout during the second quarter of 1995.
Beginning with the second quarter of 1995, operations for the I-E and
I-F Partnerships were allocated using the after payout percentages.
F-33
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 Risk
Accrued oil and gas sales which are due from a variety of oil and
natural gas purchasers subject the Partnerships to a concentration of
credit risk. Some of these purchasers are discussed in Note 3 - Major
Customers. Subsequent to year-end, all oil and gas sales accrued as
of December 31, 1995 have been collected.
Accounts Receivable - General Partner
The I-B Partnership recorded a receivable from the General
Partner in the amount of $4,074 due to indirect general and
administrative expenses exceeding the reimbursable indirect limit
imposed by the advisory agreement between Samson Investment Company,
PaineWebber Incorporated, Geodyne Resources, and the General Partner
(the "Advisory Agreement"). The I-C Partnership recorded a receivable
from the General Partner in the amount of $470 due to indirect general
and administrative expenses exceeding the reimbursable indirect limit
imposed by the Advisory Agreement and $17,634 due to the sale of oil
and gas properties late in the fourth quarter of 1995. The entire
amount of the Accounts Receivable - General Partner will be received
by the I-B and I-C Partnerships as of April 30, 1996 and March 31,
1996, respectively.
F-34
Oil and Gas Properties
The Partnerships follow the successful efforts method of
accounting for their oil and gas properties. Under the successful
efforts method, the Partnerships capitalize all property acquisition
costs and development costs incurred in connection with the further
development of oil and gas reserves. Property acquisition costs
include costs incurred by the Partnerships or the General Partner to
acquire producing properties, including related title insurance or
examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an
allocated portion of the General Partner's property screening costs.
The acquisition cost to the Partnerships of properties acquired by the
General Partner is adjusted to reflect the net cash results of
operations, including interest incurred to finance the acquisition,
for the period of time the properties are held by the General Partner.
Leasehold impairment of unproved properties is recognized 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 depreciation, depletion, and
amortization rates per equivalent barrel of oil produced during the
years ended December 31, 1995, 1994, and 1993 were as follows:
Partnership 1995 1994 1993
----------- ------ ------ ------
I-B $10.23 $ 7.79 $14.09
I-C 2.92 3.50 4.93
I-D 2.10 2.37 4.27
I-E 2.82 3.70 4.88
I-F 3.01 3.82 5.12
When complete units of depreciable property are retired or sold,
the asset cost and related accumulated depreciation are eliminated
with any gain or loss reflected in income. When less than complete
units of depreciable property are retired or sold, the difference
between asset cost and salvage value is charged or credited to
accumulated depreciation.
F-35
Effective October 1, 1995, the Partnerships adopted the
requirements of Statement of Financial Accounting Standards ("SFAS")
No. 121, "Accounting for the Impairment of Long Lived Assets and
Assets Held for Disposal," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties at the
lowest level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of oil and gas
properties. With respect to the Partnerships' oil and gas properties,
this evaluation was performed for each field, rather than for the
Partnership's properties as a whole as previously allowed by the
Securities and Exchange Commission ("SEC"). SFAS No. 121 provides
that if the unamortized costs of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost
of the properties is written down to fair value, which is determined
by using the discounted future cash flows from the properties. As a
result of the Partnerships' adoption of SFAS No. 121, the Partnerships
recorded a non-cash charge against earnings (impairment provision)
during the fourth quarter of 1995 as follows:
Partnership 1995
----------- --------
I-B $125,159
I-C 155,698
I-D 19,510
I-E 748,728
I-F 258,913
No such charge was recorded for any Partnership during the years ended
December 31, 1994 and 1993 pursuant to the Partnerships' prior
impairment policy. The risk that the Partnerships will be required to
record such impairment provisions in the future increases when oil and
gas prices are depressed. Accordingly, the I-C and I-D Partnerships
have one field, the I-E Partnership has three fields, and the I-F
Partnership has two fields in which it is reasonably possible that a
write-down will be incurred in the near term if gas prices decrease
from December 31, 1995 levels.
Deferred Charge
Deferred charge represents costs deferred for lease operating
expenses incurred in connection with the Partnerships' underproduced
gas imbalance positions. At December 31, 1995 and 1994, 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-36
1995 1994
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- --------- -------- --------- --------
I-B 118,479 $ 98,278 132,426 $120,243
I-C 39,284 39,457 47,473 53,687
I-D 357,675 113,490 319,791 97,856
I-E 1,619,284 942,747 1,580,702 944,469
I-F 623,318 538,858 642,119 487,625
Accrued Liability
Accrued liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced
gas imbalance positions. At December 31, 1995 and 1994, 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:
1995 1994
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-B 41,197 $ 34,173 41,462 $ 37,647
I-C 15,564 15,632 16,723 18,912
I-D 56,635 17,970 134,666 41,208
I-E 232,645 135,446 635,339 379,615
I-F 91,886 79,435 84,117 63,878
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
natural gas applicable to the Partnerships' interest in producing oil
and gas leases are recorded as income when the gas is metered and
title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in natural 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 income unless total sales from the well
have exceeded the Partnership's share of estimated total gas reserves
underlying the property, at which time such excess is recorded as a
liability. At December 31, 1995 and 1994 total sales exceeded the
Partnerships' share of estimated total gas reserves as follows:
F-37
1995 1994
----------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- ----------
I-B 35,063 $ 73,983 10,843 $ 17,999
I-C 6,543 13,021 1,548 2,369
I-D 34,603 67,130 50,221 77,340
I-E 108,928 210,231 151,075 235,677
I-F 42,235 83,203 54,282 88,480
These amounts were recorded as gas imbalance payables in accordance
with the sales method.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual
general and administrative costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates. Further, the deferred charge, the
gas imbalance payable, and the accrued liability all involve estimates
which could materially differ from the actual amounts ultimately
realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ
from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition has
been given to income taxes in these financial statements.
F-38
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general
and administrative overhead applicable to the Partnerships, based on
an allocation of actual costs incurred. The following is a summary of
payments made to the General Partner or its affiliates by the
Partnerships for general and administrative costs for the years ended
December 31, 1995, 1994, and 1993:
Partnership 1995 1994 1993
----------- -------- -------- --------
I-B $ 41,178 $ 45,246 $ 49,958
I-C 93,550 94,020 94,020
I-D 79,944 79,944 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
Affiliates of the Partnerships operate certain of the
Partnerships' properties and their policy is to bill the Partnerships
for all customary charges and cost reimbursements associated with
these activities, together with any compressor rentals, consulting, or
other services provided.
The Partnerships sell gas at market prices to Premier Gas Company
("Premier") and other similar gas marketing firms. Such firms may
then resell such gas to third parties at market prices. Premier was
an affiliate of the Partnerships until December 6, 1995. The
following table summarizes the total amount of the Partnerships' sales
to Premier during 1995, 1994, and 1993:
Partnership 1995 1994 1993
----------- ---------- ---------- ----------
I-B $ 43,625 $ 53,394 $ 41,358
I-C 2,521 17,173 28,197
I-D 362,560 437,754 509,603
I-E 2,099,338 2,420,656 3,024,088
I-F 481,355 574,321 495,262
The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from Premier at December 31, 1995 and 1994:
F-39
Partnership 1995 1994
----------- -------- --------
I-B $ 5,872 $ 4,750
I-C - 2,078
I-D 65,811 45,181
I-E 373,412 307,819
I-F 78,769 75,780
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually
accounted for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1995, 1994, and 1993:
Partnership Purchaser Percentage
----------- --------------------- -----------------------
1995 1994 1993
----- ----- -----
I-B Apache Corporation 22.5% 21.3% 26.6%
Premier 17.2% 11.8% - %
Staley Operating Co. 16.0% 17.9% - %
Gemini Exploration - % 15.9% - %
Mosbacher Exploration - % 11.2% - %
I-C Hallwood Petroleum
("Hallwood") 31.0% 36.2% 35.2%
Conoco, Inc. ("Conoco") 26.4% - % - %
National Cooperative
Refinery Association 10.9% - % - %
Koch Oil ("Koch") - % - % 17.9%
I-D Premier 29.3% 25.2% 35.8%
Conoco 23.0% 11.5% - %
Hallwood 22.5% 26.7% 25.2%
Koch - % - % 12.8%
I-E Premier 43.9% 37.5% 52.9%
I-F Premier 27.3% 23.9% 24.9%
Amoco Production - % - % 10.9%
F-40
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in
availability of open-access transportation by the Partnerships'
pipeline transporters, the Partnerships may encounter difficulty in
marketing their gas and in maintaining historic sales levels.
Alternative purchasers or transporters may not be readily available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and
gas activities of the Partnerships is presented pursuant to the
disclosure requirements promulgated by the SEC.
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 1995 and 1994
were as follows:
I-B Partnership
---------------
1995 1994
------------ ------------
Proved properties $7,431,417 $7,437,048
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 2,493 2,493
--------- ---------
$7,433,910 $7,439,541
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 6,951,676) ( 6,536,483)
--------- ---------
Net oil and gas
properties $ 482,234 $ 903,058
========= =========
F-41
I-C Partnership
---------------
1995 1994
------------ ------------
Proved properties $5,102,395 $5,127,064
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 455 455
--------- ---------
$5,102,850 $5,127,519
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 4,657,728) ( 4,344,387)
--------- ---------
Net oil and gas
properties $ 445,122 $ 783,132
========= =========
I-D Partnership
---------------
1995 1994
------------ ------------
Proved properties $ 5,700,272 $5,817,264
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 49,914 49,914
---------- ---------
$ 5,750,186 $5,867,178
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 4,739,757) ( 4,592,397)
---------- ---------
Net oil and gas
properties $ 1,010,429 $1,274,781
========== =========
F-42
I-E Partnership
---------------
1995 1994
------------ -------------
Proved properties $32,071,642 $32,952,257
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 233,294 233,294
---------- ----------
$32,304,936 $33,185,551
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 25,800,430) ( 24,634,559)
---------- ----------
Net oil and gas
properties $ 6,504,506 $ 8,550,992
========== ==========
I-F Partnership
---------------
1995 1994
------------ -------------
Proved properties $9,770,819 $10,267,770
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 88,701 88,701
--------- ----------
$9,859,520 $10,356,471
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 7,820,986) ( 7,614,011)
--------- ----------
Net oil and gas
properties $2,038,534 $ 2,742,460
========= ==========
F-43
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended
December 31, 1995, 1994, and 1993. Costs incurred by the Partnerships
in connection with their oil and gas property development activities
for the years ended December 31, 1995, 1994, and 1993 were as follows:
Partnership 1995 1994 1993
----------- ---------- -------- --------
I-B $ 8,037 $ 13 $ 377
I-C - 17,121 588
I-D 7,434 58,268 15,748
I-E 105,852 197,394 ( 310,964)(1)
I-F 54,383 83,883 113,837
- ----------
(1) Represents an adjustment to the purchase price for a previous
acquisition.
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, 1995, 1994, and 1993 were estimated by petroleum
engineers employed by affiliates of the Partnerships. Certain reserve
information was reviewed by Ryder Scott Company Petroleum Engineers,
an independent petroleum engineering firm.
F-44
I-B Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1992 30,700 1,555,900
Production ( 3,967) ( 196,884)
Sales of minerals in
place - -
Revisions of previous
estimates 13 106,291
------ ---------
Proved reserves, Dec. 31, 1993 26,746 1,465,307
Production ( 9,132) ( 172,201)
Sales of minerals in
place - -
Revisions of previous
estimates 7,651 ( 231,302)
------ ---------
Proved reserves, Dec. 31, 1994 25,265 1,061,804
Production ( 4,628) ( 150,238)
Sales of minerals in
place ( 33) ( 8,103)
Extensions and discoveries 156 23,443
Revisions of previous
estimates ( 797) ( 24,686)
------ ---------
Proved reserves, Dec. 31, 1995 19,963 902,220
====== =========
PROVED DEVELOPED RESERVES:
December 31, 1993 26,746 1,465,307
====== =========
December 31, 1994 25,265 1,061,804
====== =========
December 31, 1995 19,963 902,220
====== =========
F-45
I-C Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1992 154,400 1,028,500
Production ( 27,177) ( 245,018)
Sales of minerals in
place - -
Revisions of previous
estimates ( 62,310) ( 9,916)
------- ---------
Proved reserves, Dec. 31, 1993 64,913 773,566
Production ( 32,302) ( 250,469)
Sales of minerals in
place - -
Revisions of previous
estimates 62,826 444,465
------- ---------
Proved reserves, Dec. 31, 1994 95,437 967,562
Production ( 27,843) ( 207,207)
Sales of minerals in
place ( 363) ( 14,708)
Extensions and discoveries 29 4,374
Revisions of previous
estimates 41,535 ( 9,961)
------- ---------
Proved reserves, Dec. 31, 1995 108,795 740,060
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1993 64,913 773,556
======= =========
December 31, 1994 95,437 967,562
======= =========
December 31, 1995 108,795 740,060
======= =========
F-46
I-D Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1992 75,600 3,031,400
Production (19,688) ( 539,557)
Sales of minerals in
place - -
Revisions of previous
estimates ( 6,304) 92,710
------ ---------
Proved reserves, Dec. 31, 1993 49,608 2,584,553
Production (26,369) ( 701,737)
Sales of minerals in
place ( 6) ( 654)
Revisions of previous
estimates 48,224 699,937
------ ---------
Proved reserves, Dec. 31, 1994 71,457 2,582,099
Production (22,427) ( 577,969)
Sales of minerals in
place ( 6) ( 2,087)
Extensions and discoveries 140 9,656
Revisions of previous
estimates 3,810 388,141
------ ---------
Proved reserves, Dec. 31, 1995 52,974 2,399,840
====== =========
PROVED DEVELOPED RESERVES:
December 31, 1993 49,608 2,495,284
====== =========
December 31, 1994 71,457 2,573,976
====== =========
December 31, 1995 52,974 2,399,840
====== =========
F-47
I-E Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1992 640,600 16,176,300
Production ( 97,120) ( 2,284,352)
Sales of minerals in
place ( 100) -
Revisions of previous
estimates ( 64,555) ( 3,179)
------- ----------
Proved reserves, Dec. 31, 1993 478,825 13,888,769
Production (109,508) ( 2,808,160)
Sales of minerals in
place ( 877) 4,287
Revisions of previous
estimates 116,978 1,632,333
------- ----------
Proved reserves, Dec. 31, 1994 485,418 12,717,229
Production ( 89,117) ( 2,412,342)
Sales of minerals in
place ( 65) ( 12,013)
Extensions and discoveries 10,358 66,844
Revisions of previous
estimates 86,214 2,321,612
------- ----------
Proved reserves, Dec. 31, 1995 492,808 12,681,330
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1993 478,691 13,579,467
======= ==========
December 31, 1994 485,418 12,668,722
======= ==========
December 31, 1995 492,808 12,681,330
======= ==========
F-48
I-F Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1992 320,300 4,457,200
Production ( 49,213) ( 601,658)
Sales of minerals in
place ( 100) -
Revisions of previous
estimates ( 35,609) 97,662
------- ---------
Proved reserves, Dec. 31, 1993 235,378 3,953,204
Production ( 54,874) ( 910,692)
Sales of minerals in
place ( 64) ( 1,249)
Revisions of previous
estimates 54,822 894,574
------- ---------
Proved reserves, Dec. 31, 1994 235,262 3,935,837
Production ( 45,101) ( 711,486)
Sales of minerals in
place ( 33) ( 5,373)
Extensions and discoveries 7,063 36,456
Revisions of previous
estimates 49,360 578,157
------- ---------
Proved reserves, Dec. 31, 1995 246,551 3,833,591
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1993 235,285 3,838,850
======= =========
December 31, 1994 235,262 3,911,177
======= =========
December 31, 1995 246,551 3,833,591
======= =========
F-49
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, 1995 relating to
proved oil and gas reserves based on the standardized measure as pre-
scribed in SFAS No. 69:
Partnership
---------------------------
I-B I-C
------------ -------------
Future cash inflows $2,256,380 $ 3,505,037
Future production and
development costs ( 805,514) ( 1,892,039)
--------- ----------
Future net cash
flows $1,450,866 $ 1,612,998
10% discount to
reflect timing of
cash flows ( 442,621) ( 459,527)
--------- ----------
Standardized measure
of discounted
future net cash
flows $1,008,245 $ 1,153,471
========= ==========
F-50
Partnership
---------------------------
I-D I-E
------------ -------------
Future cash inflows $5,559,293 $33,273,312
Future production and
development costs ( 1,561,916) ( 12,016,587)
--------- ----------
Future net cash
flows $3,997,377 $21,256,725
10% discount to
reflect timing of
cash flows ( 1,130,558) ( 6,711,480)
--------- ----------
Standardized measure
of discounted
future net cash
flows $2,866,819 $14,545,245
========= ==========
I-F Partnership
---------------
Future cash inflows $12,014,016
Future production and
development costs ( 5,110,588)
----------
Future net cash
flows $ 6,903,428
10% discount to
reflect timing of
cash flows ( 2,142,837)
----------
Standardized measure
of discounted
future net cash
flows $ 4,760,591
==========
F-51
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.
F-52
INDEX TO EXHIBITS
-----------------
Number Description
- ------ -----------
4.1 The Certificate and Agreements of Limited Partnership for
the following Geodyne Energy Income Limited Partnerships
have been previously filed with the Securities and Exchange
Commission as Exhibit 2.1 to Form 8-A filed by each Limited
Partnership on the dates shown below and are hereby
incorporated by reference.
Partnership Filing Date File No.
----------- ----------- --------
I-B May 23, 1986 0-14657
I-C May 23, 1986 0-14658
I-D May 5, 1987 0-15831
I-E May 5, 1987 0-15832
I-F May 5, 1987 0-15833
4.2 Advisory Agreement dated as of November 24, 1992 between
Samson, PaineWebber, Geodyne Resources, Geodyne Properties,
Inc., Geodyne Production Company, and Geodyne Energy Company
filed as Exhibit 28.3 to Registrant's Current Report on Form
8-K on December 24, 1992 and is hereby incorporated by
reference.
4.3 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership of Geodyne Energy Income
Limited Partnership I-B, filed as Exhibit 4.1 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission 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 I-C, filed as Exhibit 4.2 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission 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 I-D, filed as Exhibit 4.3 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission 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 I-E, filed as Exhibit 4.4 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission 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 I-F, filed as Exhibit 4.5 to
Registrant's Current Report on Form 8-K dated August 2, 1993
and filed with the Securities and Exchange Commission on
August 10, 1993 and is hereby incorporated by reference.
23.1* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership I-B.
23.2* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership I-C.
23.3* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership I-D.
23.4* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership I-E.
23.5* Consent of Ryder Scott Company Petroleum Engineers for
Geodyne Energy Income Limited Partnership I-F.
27.1* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership I-B's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.2* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership I-C's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.3* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership I-D's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.4* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership I-E's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
27.5* Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership I-F's financial statements as of December 31,
1995 and for the year ended December 31, 1995.
All other Exhibits are omitted as inapplicable.
-------------------
* Filed herewith