FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
Commission File Number:
I-D: 0-15831 I-E: 0-15832 I-F: 0-15833
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-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-D 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-K405 or any amendment to this Form 10-K405.
X Disclosure is not contained herein.
-----
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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
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FORM 10-K405
TABLE OF CONTENTS
PART I........................................................................4
ITEM 1. BUSINESS......................................................4
ITEM 2. PROPERTIES....................................................9
ITEM 3. LEGAL PROCEEDINGS............................................18
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS..........18
PART II......................................................................18
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS.........18
ITEM 6. SELECTED FINANCIAL DATA......................................21
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................25
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK............................................40
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA..................40
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE..........................40
PART III.....................................................................40
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER..... 40
ITEM 11. EXECUTIVE COMPENSATION.......................................41
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT...............................................46
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS...............47
PART IV......................................................................49
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K..........................................49
SIGNATURES...................................................................54
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PART I.
ITEM 1. BUSINESS
General
The 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
Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner. The
Partnerships commenced operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
I-D March 4, 1986
I-E September 10, 1986
I-F December 16, 1986
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' production operations. Geodyne serves as managing partner of such
general partnerships. Unless the context indicates otherwise, all references to
any single Partnership or all of the Partnerships in this Annual Report on Form
10-K405 ("Annual Report") are references to the Partnership and its related
general partnership, collectively. In addition, unless the context indicates
otherwise, all references to the "General Partner" in this Annual Report are
references to Geodyne as the general partner of the Partnerships, and as the
managing partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships, including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment Company. Samson Investment Company and its
various corporate subsidiaries, including the General Partner (collectively
"Samson"), are primarily engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation of
producing properties. At December 31, 1999, Samson owned interests in
approximately 14,000 oil and gas wells located in 17 states of the United States
and the countries of Canada, Venezuela, and Russia. At December 31, 1999, Samson
operated approximately 3,400 oil and gas wells located in 15 states of the
United States, as well as Canada, Venezuela, and Russia.
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The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and the
other Samson Companies. As of February 15, 2000, Samson employed approximately
920 persons. No employees are covered by collective bargaining agreements, and
management believes that Samson provides a sound employee relations environment.
For information regarding the executive officers of the General Partner, see
"Item 10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements"), the Partnerships would have terminated on
December 31, 1999. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of Partnerships for the
first two year extension period to December 31, 2001.
Funding
Although the Partnership Agreements permit each Partnership to incur
borrowings, operations and expenses are currently funded out of each
Partnership's revenues from oil and gas sales. The General Partner may, but is
not required to, advance funds to a Partnership for the same purposes for which
Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods, compressors,
production material, or other equipment.
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Competition and Marketing
The domestic oil and gas industry is highly competitive, with a large
number of companies and individuals engaged in the exploration and development
of oil and gas properties. The ability of the Partnerships to produce and market
oil and gas profitably depends on a number of factors that are beyond the
control of the Partnerships. These factors include worldwide political
instability (especially in oil-producing regions), United Nations export
embargoes, the supply and price of foreign imports of oil and gas, the level of
consumer product demand (which can be heavily influenced by weather patterns),
government regulations and taxes, the price and availability of alternative
fuels, the overall economic environment, and the availability and capacity of
transportation and processing facilities. The effect of these factors on future
oil and gas industry trends cannot be accurately predicted or anticipated.
The most important variable affecting the Partnerships' revenues is the
prices received for the sale of oil and gas. Predicting future prices is not
possible. Concerning past trends, average yearly wellhead gas prices in the
United States have been volatile for many years. Over the past ten years such
average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas
prices are currently in the upper end of this range.
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas increased from approximately
$2.03 per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December
31, 1999. Such prices were on an MMBTU basis and differ from the prices actually
received by the Partnerships due to transportation and marketing costs, BTU
adjustments, and regional price and quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $24.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Partnerships' oil increased from approximately $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.
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Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. Management is unable to predict whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 1999:
Partnership Customer Percentage
----------- -------- ----------
I-D El Paso Energy Marketing
Company ("El Paso") 48.4%
Conoco, Inc. 18.8%
Hallwood Petroleum 11.7%
I-E El Paso 54.6%
I-F El Paso 30.7%
Amoco Production Co. 11.7%
Conoco, Inc. 10.8%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by the Partnerships' pipeline
transporters, the Partnerships may encounter difficulty in marketing their gas
and in maintaining historic sales levels. Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes that
alternatives would be available whereby the Partnerships would be able to
continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
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Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
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Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas, including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. The occurrence of an event which is
not fully covered by insurance could have a material adverse effect on the
Partnerships' financial condition and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 1999.
Well Statistics(1)
As of December 31, 1999
P/ship Number of Gross Wells(2) Number of Net Wells(3)
- ------ ------------------------- --------------------------
Total Oil Gas Total Oil Gas
----- ----- ----- ----- ----- -----
I-D 508 403 105 3.35 .69 2.66
I-E 789 640 149 29.17 13.46 15.71
I-F 781 644 137 12.85 5.86 6.99
- ----------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
(2) As used in this Annual Report, "gross well" refers to a well in which a
working interest is owned, accordingly, the number of gross wells is the
total number of wells in which a working interest is owned.
(3) As used in this Annual Report, "net well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one gross well, but 0.15 net well.
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Drilling Activities
During the year ended December 31, 1999, the Partnerships indirectly
participated in the drilling of the following wells. The Partnerships do not own
working interests in any of the wells; therefore, they did not incur any costs
associated with the drilling activity:
Revenue
P/ship Well Name County St. Interest Type Status
- ------ --------- ------ --- -------- ---- ------
I-D Flynn No. 1-18 Grady OK .00004 Gas Unknown
I-E Flynn No. 1-18 Grady OK .00015 Gas Unknown
I-F Flynn No. 1-18 Grady OK .00005 Gas Unknown
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the 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 and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
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Net Production Data
I-D Partnership
---------------
Year Ended December 31,
-----------------------------------
1999 1998 1997
--------- ---------- ----------
Production:
Oil (Bbls) 8,482 11,249 18,760
Gas (Mcf) 314,010 456,195 510,113
Oil and gas sales:
Oil $ 118,848 $ 141,203 $ 355,605
Gas 652,470 920,032 1,189,492
--------- --------- ---------
Total $ 771,318 $1,061,235 $1,545,097
========= ========= =========
Total direct operating
Expenses $ 159,552 $ 234,481 $ 294,350
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 20.7% 22.1% 19.1%
Average sales price:
Per barrel of oil $14.01 $12.55 $18.96
Per Mcf of gas 2.08 2.02 2.33
Direct operating expenses
per equivalent Bbl of
oil $ 2.62 $ 2.69 $ 2.84
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Net Production Data
I-E Partnership
---------------
Year Ended December 31,
----------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 58,465 64,346 77,648
Gas (Mcf) 1,540,061 2,016,034 2,139,704
Oil and gas sales:
Oil $ 972,427 $ 770,895 $1,462,528
Gas 3,189,103 3,840,340 4,541,724
--------- --------- ---------
Total $4,161,530 $4,611,235 $6,004,252
========= ========= =========
Total direct operating
Expenses $1,153,937 $1,506,844 $1,771,150
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 27.7% 32.7% 29.5%
Average sales price:
Per barrel of oil $16.63 $11.98 $18.84
Per Mcf of gas 2.07 1.90 2.12
Direct operating expenses
per equivalent Bbl of
oil $ 3.66 $ 3.76 $ 4.08
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Net Production Data
I-F Partnership
---------------
Year Ended December 31,
------------------------------------
1999 1998 1997
---------- ---------- ----------
Production:
Oil (Bbls) 27,794 30,203 38,725
Gas (Mcf) 381,318 530,040 571,101
Oil and gas sales:
Oil $ 463,545 $ 365,340 $ 730,010
Gas 828,532 1,077,378 1,291,795
--------- --------- ---------
Total $1,292,077 $1,442,718 $2,021,805
========= ========= =========
Total direct operating
Expenses $ 425,046 $ 668,016 $ 683,800
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 32.9% 46.3% 33.8%
Average sales price:
Per barrel of oil $16.68 $12.10 $18.85
Per Mcf of gas 2.17 2.03 2.26
Direct operating expenses
per equivalent Bbl of
oil $ 4.65 $ 5.64 $ 5.11
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 1999. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
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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, 1999. Such prices were not
escalated except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract provisions. The
relatively high oil prices at December 31, 1999 have caused the estimates of
remaining economically recoverable oil reserves, as well as the value placed on
said reserves, to be significantly higher than in the past several years. Any
decrease in these high oil prices would result in a corresponding reduction in
the estimate of remaining oil reserves. The prices used in calculating the net
present value attributable to the Partnerships' proved reserves do not
necessarily reflect market prices for oil and gas production subsequent to
December 31, 1999. There can be no assurance that the prices used in calculating
the net present value of the Partnerships' proved reserves at December 31, 1999
will actually be realized for such production, and the General Partner believes
that it is unlikely that oil prices will remain at their current high level.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
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Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1999(1)
I-D Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,593,815
Oil and liquids (Bbls) 110,189
Net present value (discounted at 10% per annum) $ 2,348,651
I-E Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 8,291,562
Oil and liquids (Bbls) 727,816
Net present value (discounted at 10% per annum) $12,967,095
I-F Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,770,339
Oil and liquids (Bbls) 351,651
Net present value (discounted at 10% per annum) $ 4,595,308
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports prepared by the
General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth certain well and reserves information as of
December 31, 1999 for the basins in which the Partnerships own a significant
amount of properties. The table contains the following information for each
significant basin: (i) the number of gross and net wells, (ii) the number of
wells in which only a non-working interest is owned, (iii) the Partnership's
total number of wells, (iv) the number and percentage of wells operated by the
Partnership's affiliates, (v)
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estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the
present value (discounted at 10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas Panhandle,
while the Gulf Coast Basin is located in southern Louisiana and southeast Texas.
The Permian Basin straddles west Texas and southeast New Mexico.
-16-
Significant Properties as of December 31, 1999
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value
- ------------------ ------ ------- ------ ------ ------ ---- -------- ---------- ----------
I-D Partnership:
Anadarko 72 1.88 34 106 20 19% 12,848 913,886 $1,055,249
Permian 407 .66 1 408 - - 90,063 451,504 913,861
I-E Partnership:
Permian 418 4.24 1 419 6 1% 425,003 2,599,222 $5,062,354
Anadarko 88 10.08 34 122 23 19% 69,274 4,137,537 4,608,506
Gulf Coast 235 9.87 - 235 - - 131,579 424,229 1,471,765
I-F Partnership:
Anadarko 88 4.60 34 122 23 19% 31,129 1,780,427 $1,947,032
Permian 410 2.01 - 410 6 1% 206,274 190,181 1,044,973
Gulf Coast 235 3.51 - 235 - - 46,268 177,653 551,896
- ---------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
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Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
oil and gas properties. Record title to all of the Partnerships' properties is
held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of
the General Partner.
Title to the Partnerships' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor
the Partnerships or their properties are subject to any litigation, the results
of which would have a material effect on the Partnerships' or the General
Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 1999.
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2000, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships were as
follows:
Number of
Number of Limited
Partnership Units Partners
----------- --------- ------------
I-D 7,195 720
I-E 41,839 2,646
I-F 14,321 835
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
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facilitated by secondary trading firms and matching services. In addition, as
further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purpose of
this Annual Report, a Unit represents an initial subscription of $1,000 to a
Partnership.
Repurchase Offer Prices
-----------------------
1998 1999 2000
---------------------- ---------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $122 $193 $157 $122 $104 $ 93 $160 $140 $119
I-E 134 181 157 137 137 135 151 137 119
I-F 133 168 152 135 135 135 131 122 108
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 Agreements 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 periods indicated.
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Right of Presentment Prices
---------------------------
1998 1999 2000
---------------------- ---------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $168 $208 $183 $158 $145 $137 $170 $156 $141
I-E 156 187 170 156 156 155 156 146 134
I-F 155 176 165 153 153 153 134 128 119
In addition to the repurchase offer and Right of Presentment described
above, some of the Partnerships have been subject to "4.9% tender offers" from
several third parties since 1997. The General Partner does not know the terms of
these offers or the prices received by the Limited Partners who accepted these
offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
-20-
The following is a summary of cash distributions paid to the Limited
Partners during 1998 and 1999 and the first quarter of 2000:
Cash Distributions
------------------
1998
------------------------------------
1st 2nd 3rd 4th
P/ship Qtr.(1) Qtr.(1) Qtr.(1) Qtr.
------ -------- -------- --------- ---------
I-D $33.22 $47.67 $35.72 $35.44
I-E 16.92 32.34 24.14 20.58
I-F 14.66 37.71 16.41 16.69
1999 2000
------------------------------------ ---------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ -------- -------- --------- --------- ---------
I-D $18.07 $11.12 $13.34 $20.01 $21.13
I-E - 1.51 26.55 13.65 17.73
I-F - - 18.78 8.80 13.62
- --------------------------
(1) Amount of cash distribution includes proceeds from the sale of certain oil
and gas properties.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements of the
Partnerships, and the respective notes thereto, included elsewhere in this
Annual Report. See "Item 8. Financial Statements and Supplementary Data."
-21-
Selected Financial Data
I-D Partnership
---------------
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $ 771,318 $1,061,235 $1,545,097 $1,812,568 $1,237,419
Net Income:
Limited Partners 365,028 762,614 845,470 1,114,924 516,300
General Partner 77,422 148,669 173,924 219,180 135,487
Total 442,450 911,283 1,019,394 1,334,104 651,787
Limited Partners' Net
Income per Unit 50.73 105.99 117.51 154.96 71.76
Limited Partners' Cash
Distributions per
Unit 62.54 152.05 155.18 143.86 100.77
Total Assets 922,668 973,693 1,349,059 1,605,063 1,594,441
Partners' Capital
(Deficit):
Limited Partners 874,635 959,607 1,290,993 1,540,523 1,460,599
General Partner ( 31,152) ( 53,161) ( 27,560) ( 4,248) 17,993
Number of Units
Outstanding 7,195 7,195 7,195 7,195 7,195
-22-
Selected Financial Data
I-E Partnership
---------------
1999 1998 1997 1996 1995
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $4,161,530 $4,611,235 $6,004,252 $6,006,431 $4,777,881
Net Income:
Limited Partners 2,061,313 1,929,509 2,342,934 2,660,067 316,558
General Partner 468,089 548,239 568,504 602,481 368,023
Total 2,529,402 2,477,748 2,911,438 3,262,548 684,581
Limited Partners' Net
Income per Unit 49.27 46.12 56.00 63.58 7.57
Limited Partners' Cash
Distributions per
Unit 41.71 93.98 82.69 68.19 51.15
Total Assets 5,859,238 5,425,656 7,486,793 8,572,514 8,957,340
Partners' Capital
(Deficit):
Limited Partners 5,497,285 5,180,972 7,183,463 8,300,529 8,493,462
General Partner ( 106,782) ( 232,100) ( 228,434) ( 113,140) ( 54,687)
Number of Units
Outstanding 41,839 41,839 41,839 41,839 41,839
-23-
Selected Financial Data
I-F Partnership
---------------
1999 1998 1997 1996 1995
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,292,077 $1,442,718 $2,021,805 $2,121,336 $1,762,969
Net Income:
Limited Partners 771,304 212,910 737,319 883,367 37,379
General Partner 171,987 140,360 183,677 198,724 117,455
Total 943,291 353,270 920,996 1,082,091 154,834
Limited Partners' Net
Income per Unit 53.86 14.87 51.49 61.68 2.61
Limited Partners' Cash
Distributions per
Unit 27.58 85.47 81.91 67.10 55.51
Total Assets 1,990,904 1,858,973 2,566,820 2,982,983 3,124,394
Partners' Capital
(Deficit):
Limited Partners 1,775,193 1,398,889 2,409,979 2,845,660 2,923,293
General Partner ( 9,232) ( 94,547) ( 59,811) ( 59,110) ( 25,679)
Number of Units
Outstanding 14,321 14,321 14,321 14,321 14,321
-24-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The most important variable
affecting the Partnerships' revenues is the prices received for the sale of oil
and gas. Predicting future prices is not possible. Concerning past trends,
average yearly wellhead gas prices in the United States have been volatile for
many years. Over the past ten years such average prices have generally been in
the $1.40 to $2.40 per Mcf range. Gas prices are currently in the upper end of
this range.
Substantially all of the Partnerships' gas reserves are being sold on the
"spot market." Prices on the spot market are subject to wide seasonal and
regional pricing fluctuations due to the highly competitive nature of the spot
market. In addition, such spot market sales are generally short-term in nature
and are dependent upon the obtaining of transportation services provided by
pipelines. Spot prices for the Partnerships' gas increased from approximately
$2.03 per Mcf at December 31, 1998 to
-25-
approximately $2.24 per Mcf at December 31, 1999. Such prices were on an MMBTU
basis and differ from the prices actually received by the Partnerships due to
transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past two years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
However, production curtailment agreements among major oil producing nations
have caused recent oil prices to climb to over $24.00 per barrel in some
markets. It is not known whether this trend will continue. Prices for the
Partnerships' oil increased from approximately $9.50 per barrel at December 31,
1998 to approximately $22.75 per barrel at December 31, 1999.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 1999. Management is unable to predict whether
future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
As discussed in the "Results of Operations" section below, volumes of oil
and gas sold also significantly affect the Partnerships' revenues. Oil and gas
wells generally produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer economic. The
Partnerships are not acquiring additional oil and gas properties, and the
existing properties are not experiencing significant additional production
through drilling or other capital projects. Therefore, volumes of oil and gas
produced naturally decline from year to year. While it is difficult for
management to predict future production from these properties, it is likely that
this general trend of declining production will continue.
Despite this general trend of declining production, several factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given period. These factors include, but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously shut-in wells) due
to low oil and gas prices, mechanical difficulties, loss of a market or
transportation, or performance of workovers, recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by purchasers of the production, (iv) ownership adjustments in accordance
with agreements governing the operation or ownership of the well (such as
adjustments that occur at payout), and (v) completion of enhanced recovery
projects which
-26-
increase production for the well. Many of these factors are very significant as
related to a single well or as related to many wells over a short period of
time. However, due to the large number of wells owned by the Partnerships, these
factors are generally not material as compared to the normal decline in
production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes) is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnership's results of operations for the year ended
December 31, 1999 as compared to the year ended December 31, 1998 and for the
year ended December 31, 1998 as compared to the year ended December 31, 1997.
I-D Partnership
---------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
-------------------------------------
Total oil and gas sales decreased $289,917 (27.3%) in 1999 as compared to
1998. Of this decrease, approximately $35,000 and $287,000, respectively, were
related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold
decreased 2,767 barrels and 142,185 Mcf, respectively, in 1999 as compared to
1998. The decrease in volumes of oil sold was primarily due to production
difficulties on one significant well during 1999. The decrease in volumes of gas
sold was primarily due to (i) production difficulties on one significant well
during 1999, (ii) positive prior period volume adjustments made by the operators
on two significant wells during 1998, and (iii) normal declines in production.
Average oil and gas prices increased to $14.01 per barrel and $2.08 per Mcf,
respectively, in 1999 from $12.55 per barrel and $2.02 per Mcf, respectively, in
1998.
The I-D Partnership sold certain oil and gas properties during 1999 and
recognized a $494 gain on such sales. Sales of oil and gas properties during
1998 resulted in the I-D Partnership recognizing similar gains totaling
$260,624.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $74,929 (32.0%) in 1999 as compared to 1998. This
decrease was primarily due to (i) a decrease in production taxes associated with
the decrease in oil and gas sales, (ii) a decrease in lease operating expenses
-27-
associated with the decreases in volumes of oil and gas sold, and (iii) a
negative prior period lease operating expense adjustment made by the operator on
one significant well during 1999. As a percentage of oil and gas sales, these
expenses decreased to 20.7% in 1999 from 22.1% in 1998.
Depreciation, depletion, and amortization of oil and gas properties
decreased $12,444 (12.7%) in 1999 as compared to 1998. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves at December
31, 1999. These decreases were partially offset by one significant well being
fully depleted in 1999 due to the lack of remaining economically recoverable
reserves. As a percentage of oil and gas sales, this expense increased to 11.1%
in 1999 from 9.2% in 1998. This percentage increase was primarily due to the
depreciation, depletion, and amortization expense on the well fully depleted in
1999.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
increased to 11.7% in 1999 from 8.5% in 1998. This percentage increase was
primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $14,458,175 or 200.96% of the Limited Partners' capital
contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $483,862 (31.3%) in 1998 as compared to
1997. Of this decrease, approximately $142,000 and $126,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $72,000
and $144,000, respectively, were related to decreases in the average prices of
oil and gas sold. Volumes of oil and gas sold decreased 7,511 barrels and 53,918
Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted primarily from (i) the sale of several wells during 1997 and 1998
and (ii) normal declines in production. The decrease in volumes of gas sold
resulted primarily from (i) normal declines in production and (ii) positive
prior period volume adjustments made by the purchasers during 1997 on several
wells. Average oil and gas prices decreased to $12.55 per barrel and $2.02 per
Mcf, respectively, in 1998 from $18.96 per barrel and $2.33 per Mcf,
respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the I-D
Partnership sold certain oil and gas properties in 1998 and
-28-
recognized a $260,624 gain on such sales. Sales of oil and gas properties during
1997 resulted in the I-D Partnership recognizing similar gains totaling $24,113.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $59,869 (20.3%) in 1998 as compared to 1997. This
decrease resulted primarily from (i) workover expenses incurred on two
significant wells during 1997 in order to improve the recovery of reserves and
(ii) a decrease in production taxes associated with the decrease in oil and gas
sales. As a percentage of oil and gas sales, these expenses increased to 22.1%
in 1998 from 19.1% in 1997. This percentage increase was primarily due to the
decreases in the average prices of oil and gas sold, partially offset by the
1997 workover expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $14,888 (13.2%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense increased to 9.2% in 1998 from 7.3% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
The I-D Partnership recognized a non-cash charge against earnings of
$61,790 in the first quarter of 1997. Of this amount, $12,290 was related to the
decline in oil and gas prices used to determine the recoverability of proved oil
and gas reserves at March 31, 1997 and $49,500 was related to the writing off of
unproved properties. These unproved properties were written off based on the
General Partner's determination that it was unlikely that such properties would
be developed due to low oil and gas prices and provisions in the I-D
Partnership's Partnership Agreement which limit the level of permissible
drilling activity. No similar charges were necessary in 1998.
General and administrative expenses decreased $1,650 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 8.5% in 1998 from 5.9% in 1997. This percentage increase was primarily due to
the decrease in oil and gas sales.
I-E Partnership
---------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
-------------------------------------
Total oil and gas sales decreased $449,705 (9.8%) in 1999 as compared to
1998. Of this decrease, approximately $70,000 and $907,000, respectively, were
related to decreases in volumes of
-29-
oil and gas sold. These decreases were partially offset by increases of
approximately $272,000 and $255,000, respectively, related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,881
barrels and 475,973 Mcf, respectively, in 1999 as compared to 1998. The decrease
in volumes of gas sold was primarily due to (i) positive prior period volume
adjustments made by the purchasers on several wells during 1998 and (ii) normal
declines in production. Average oil and gas prices increased to $16.63 per
barrel and $2.07 per Mcf, respectively, in 1999 from $11.98 per barrel and $1.90
per Mcf, respectively, in 1998.
The I-E Partnership sold certain oil and gas properties during 1999 and
recognized a $1,587 gain on such sales. Sales of oil and gas properties during
1998 resulted in the I-E Partnership recognizing similar gains totaling
$1,154,155.
As discussed in "Liquidity and Capital Resources" below, the I-E
Partnership recognized an insurance settlement in the amount of $675,000 during
1999. No similar settlements occurred during 1998.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $352,907 (23.4%) in 1999 as compared to 1998. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production taxes associated with the decrease in oil and gas sales, and (iii)
workover expenses incurred on one significant well during 1998 in order to
improve the recovery of reserves. As a percentage of oil and gas sales, these
expenses decreased to 27.7% in 1999 from 32.7% in 1998. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $104,218 (13.8%) in 1999 as compared to 1998. This decrease was
primarily due to the decreases in volumes of oil and gas sold, which decrease
was partially offset by several wells being fully depleted in 1999 due to a lack
of remaining economically recoverable reserves. As a percentage of oil and gas
sales, this expense decreased to 15.7% in 1999 from 16.4% in 1998.
The I-E Partnership recognized a non-cash charge against earnings of
$547,048 in the fourth quarter of 1998. This charge was necessary due to the
unamortized costs of one field exceeding the expected future cash flows from
that field. No similar charge was necessary in 1999.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
increased to 12.5% in 1999 from
-30-
11.2% in 1998. This percentage increase was primarily due to the decrease in oil
and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $55,413,552 or 132.44% of Limited Partners' capital contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $1,393,017 (23.2%) in 1998 as compared
to 1997. Of this decrease, approximately $251,000 and $262,000, respectively,
were related to decreases in the volumes of oil and gas sold and approximately
$441,000 and $439,000, respectively, were related to decreases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased 13,302 barrels
and 123,670 Mcf, respectively, in 1998 as compared to 1997. The decrease in
volumes of oil sold resulted primarily from (i) the sale of several wells during
1997 and 1998 and (ii) normal declines in production. Average oil and gas prices
decreased to $11.98 per barrel and $1.90 per Mcf, respectively, in 1998 from
$18.84 per barrel and $2.12 per Mcf, respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the I-E
Partnership sold certain oil and gas properties in 1998 and recognized a
$1,154,155 gain on such sales. Sales of oil and gas properties during 1997
resulted in the I-E Partnership recognizing similar gains totaling $120,840.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $264,306 (14.9%) in 1998 as compared to 1997. This
decrease resulted primarily from (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production taxes associated with the decrease in oil and gas sales, and (iii)
workover expenses incurred on several wells during 1997 in order to improve the
recovery of reserves. These decreases were partially offset by workover expenses
incurred on one significant well during 1998. As a percentage of oil and gas
sales, these expenses increased to 32.7% in 1998 from 29.5% in 1997. This
percentage increase was primarily due to the decreases in the average prices of
oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $27,597 (3.8%) in 1998 as compared to 1997. This increase resulted
primarily from downward revisions in the estimates of remaining oil and gas
reserves at December 31, 1998 on several significant wells, which increase was
partially offset by the decreases in volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense increased to 16.4% in 1998
-31-
from 12.1% in 1997. This percentage increase was primarily due to the decreases
in the average prices of oil and gas sold.
The I-E Partnership recognized a non-cash charge against earnings of
$547,048 in the fourth quarter of 1998. This charge was necessary due to the
unamortized costs of one field exceeding the expected future cash flows from
that field. During the first quarter of 1997, a non-cash charge of $291,690 was
also recognized. Of this amount, $59,728 was related to the decline in oil and
gas prices used to determine the recoverability of proved oil and gas reserves
at March 31, 1997 and $231,962 was related to the writing-off of unproved
properties. These unproved properties were written off based on the General
Partner's determination that it was unlikely that such properties would be
developed due to low oil and gas prices and provisions in the I-E Partnership's
Partnership Agreement which limit the level of permissible drilling activity.
General and administrative expenses decreased $9,384 (1.8%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 11.2% in 1998 from 8.8% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
I-F Partnership
---------------
Year Ended December 31, 1999 Compared
to Year Ended December 31, 1998
-------------------------------------
Total oil and gas sales decreased $150,641 (10.4%) in 1999 as compared to
1998. Of this decrease, approximately $29,000 and $302,000, respectively, were
related to decreases in volumes of oil and gas sold. These decreases were
partially offset by increases of approximately $127,000 and $53,000,
respectively, related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 2,409 barrels and 148,722 Mcf,
respectively, in 1999 as compared to 1998. The decrease in volumes of gas sold
was primarily due to (i) positive prior period volume adjustments made by the
purchasers on several wells during 1998 and (ii) normal declines in production.
Average oil and gas prices increased to $16.68 per barrel and $2.17 per Mcf,
respectively, in 1999 from $12.10 per barrel and $2.03 per Mcf, respectively, in
1998.
The I-F Partnership sold certain oil and gas properties during 1999 and
recognized a $546 gain on such sales. Sales of oil and gas properties during
1998 resulted in the I-F Partnership recognizing similar gains totaling
$380,920.
-32-
As discussed in "Liquidity and Capital Resources" below, the I-F
Partnership recognized an insurance settlement in the amount of $472,500 during
1999. No similar settlements occurred during 1998.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $242,970 (36.4%) in 1999 as compared to 1998. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold, (ii) a decrease in
production taxes associated with the decrease in oil and gas sales, and (iii)
workover expenses incurred on several wells during 1998 in order to improve the
recovery of reserves. As a percentage of oil and gas sales, these expenses
decreased to 32.9% in 1999 from 46.3% in 1998. This percentage decrease was
primarily due to the increases in the average prices of oil and gas sold and the
1998 workover expenses.
Depreciation, depletion, and amortization of oil and gas properties
decreased $32,683 (12.8%) in 1999 as compared to 1998. This decrease was
primarily due to the decreases in volumes of oil and gas sold, which decrease
was partially offset by several wells being fully depleted in 1999 due to a lack
of remaining economically recoverable reserves. As a percentage of oil and gas
sales, this expense decreased to 17.2% in 1999 from 17.7% in 1998.
The I-F Partnership recognized a non-cash charge against earnings of
$382,925 in the fourth quarter of 1998. This charge was necessary due to the
unamortized costs of one field exceeding the expected future cash flows from
that field. No similar charge was necessary in 1999.
General and administrative expenses remained relatively constant in 1999
as compared to 1998. As a percentage of oil and gas sales, these expenses
increased to 13.8% in 1999 from 12.3% in 1998. This percentage increase was
primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
1999 totaling $18,381,664 or 128.36% of Limited Partners' capital contributions.
Year Ended December 31, 1998 Compared
to Year Ended December 31, 1997
-------------------------------------
Total oil and gas sales decreased $579,087 (28.6%) in 1998 as compared to
1997. Of this decrease, approximately $161,000 and $93,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $204,000
and $122,000, respectively, were related to decreases in the average prices of
-33-
oil and gas sold. Volumes of oil and gas sold decreased 8,522 barrels and 41,061
Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil
sold resulted primarily from (i) normal declines in production, (ii) the sale of
several wells during 1997 and 1998, and (iii) the shutting-in of one significant
well during 1998 for repairs. Average oil and gas prices decreased to $12.10 per
barrel and $2.03 per Mcf, respectively, in 1998 from $18.85 per barrel and $2.26
per Mcf, respectively, in 1997.
As discussed in "Liquidity and Capital Resources" below, the I-F
Partnership sold certain oil and gas properties in 1998 and recognized a
$380,920 gain on such sales. Sales of oil and gas properties during 1997
resulted in the I-F Partnership recognizing similar gains totaling $76,108.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $15,784 (2.3%) in 1998 as compared to 1997. This
decrease resulted primarily from (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes associated with the decrease in oil and gas sales, which
decreases were partially offset by workover expenses incurred on several wells
during 1998 in order to improve the recovery of reserves. As a percentage of oil
and gas sales, these expenses increased to 46.3% in 1998 from 33.8% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $3,146 (1.2%) in 1998 as compared to 1997. This decrease resulted
primarily from the decreases in volumes of oil and gas sold, which decrease was
partially offset by downward revisions in the estimates of remaining oil and gas
reserves at December 31, 1998 on several significant wells. As a percentage of
oil and gas sales, this expense increased to 17.7% in 1998 from 12.8% in 1997.
This percentage increase was primarily due to the decreases in the average
prices of oil and gas sold.
The I-F Partnership recognized a non-cash charge against earnings of
$382,925 in the fourth quarter of 1998. This charge was necessary due to the
unamortized costs of one field exceeding the expected future cash flows from
that field. During the first quarter of 1997, a non-cash charge of $114,631 was
also recognized. Of this amount, $20,908 was related to the decline in oil and
gas prices used to determine the recoverability of proved oil and gas reserves
at March 31, 1997 and $93,723 was related to the writing off of unproved
properties. These unproved properties were written off based on the General
Partner's determination that it was unlikely that such properties would be
developed due to low oil and gas prices and provisions in the I-F Partnership's
Partnership Agreement which limit the level of permissible drilling activity.
-34-
General and administrative expenses decreased $3,477 (1.9%) in 1998 as
compared to 1997. As a percentage of oil and gas sales, these expenses increased
to 12.3% in 1998 from 8.9% in 1997. This percentage increase was primarily due
to the decrease in oil and gas sales.
Average Sales Prices, Production Volumes and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 1999, 1998, and 1997.
-35-
1999 Compared to 1998
---------------------
Average Sales Prices
- ----------------------------------------------------------------
P/ship 1999 1998 % Change
- ------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
I-D $14.01 $2.08 $12.55 $2.02 12% 3%
I-E 16.63 2.07 11.98 1.90 39% 9%
I-F 16.68 2.17 12.10 2.03 38% 7%
Production Volumes
- ----------------------------------------------------------------
P/ship 1999 1998 % Change
- -------- ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
I-D 8,482 314,010 11,249 456,195 (25%) (31%)
I-E 58,465 1,540,061 64,346 2,016,034 ( 9%) (24%)
I-F 27,794 381,318 30,203 530,040 ( 8%) (28%)
Average Production Costs per
Equivalent Barrel of Oil
---------------------------------
P/ship 1999 1998 % Change
------ ----- ----- --------
I-D 2.62 $2.69 ( 3%)
I-E 3.66 3.76 ( 3%)
I-F 4.65 5.64 (18%)
-36-
1998 Compared to 1997
---------------------
Average Sales Prices
- -----------------------------------------------------------------
P/ship 1998 1997 % Change
- ------ ---------------- ---------------- ----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
I-D $12.55 $2.02 $18.96 $2.33 (34%)(13%)
I-E 11.98 1.90 18.84 2.12 (36%)(10%)
I-F 12.10 2.03 18.85 2.26 (36%)(10%)
Production Volumes
- -----------------------------------------------------------------
P/ship 1998 1997 % Change
- -------- ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
I-D 11,249 456,195 18,760 510,113 (40%) (11%)
I-E 64,346 2,016,034 77,648 2,139,704 (17%) ( 6%)
I-F 30,203 530,040 38,725 571,101 (22%) ( 7%)
Average Production Costs per
Equivalent Barrel of Oil
---------------------------------
P/ship 1998 1997 % Change
------ ----- ----- --------
I-D $2.69 $2.84 ( 5%)
I-E 3.76 4.08 ( 8%)
I-F 5.64 5.11 10%
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not reinvested in productive assets, except to the extent that producing
wells are improved, or where methods are employed to permit more efficient
recovery of reserves, thereby resulting in a positive economic impact. Assuming
1999 production levels for future years, the
-37-
Partnerships' proved reserve quantities at December 31, 1999 would have the
following remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
I-D 5.1 13.0
I-E 5.4 12.4
I-F 7.3 12.7
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. In particular, the relatively high oil prices at December 31, 1999
have caused an increase in the estimates of remaining oil reserves which
therefore have increased the estimated life of said reserves.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments for any of the Partnerships in the
future. Occasional expenditures by the Partnerships for new wells or well
completions or workovers, however, may reduce or eliminate cash available for a
particular quarterly cash distribution. The Partnerships have no debt
commitments. Cash for operational purposes will be provided by current oil and
gas production.
The Partnerships sold certain oil and gas properties during 1999, 1998,
and 1997. The sale of the Partnerships' properties was made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of any such properties were included
in the calculation of the Partnerships' cash distributions for the quarter
immediately following the Partnerships' receipt of the proceeds. The amount of
such proceeds from the sale of oil and gas properties during 1999, 1998, and
1997 were as follows:
Partnership 1999 1998 1997
----------- ------ ---------- --------
I-D $ 494 $ 272,824 $ 25,350
I-E 2,695 1,265,357 156,744
I-F 2,732 438,200 97,288
The General Partner believes that the sale of these properties will be
beneficial to the Partnerships in the long-term since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
-38-
In August 1999, the I-E and I-F Partnerships received insurance settlement
proceeds in the amounts of $675,000 and $472,500, respectively, for the costs
incurred to drill the State Lease 8191 No. 4 well in St. Bernard Parish,
Louisiana for the purpose of relieving pressure in another well which suffered a
blowout during a workover attempt. This new well was completed as a producing
gas well in 1998. The insurance proceeds amounts were included in the
Partnerships' August 1999 cash distribution.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved reserves has been reduced by the sale of oil and gas properties as
described above; therefore, it is possible that the Partnerships' future cash
distributions will decline as a result of a reduction of the Partnerships'
reserve base.
Pursuant to the terms of the Partnership Agreements, the Partnerships
would have terminated on December 31, 1999. However, the Partnership Agreements
provide that the General Partner may extend the term of each Partnership for up
to five periods of two years each. The General Partner has extended the terms of
the Partnerships for the first two year extension period to December 31, 2001.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
1999. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as inflation. See "Item 2. Properties - Oil and
Gas Production, Revenue, and Price History."
-39-
Year 2000
The year 2000 issue refers to the inability of computer and other
information technology systems to properly process date and time information,
stemming from the earlier programming practice of using two digits rather than
four to represent the year in a date. To the knowledge of the General Partner,
the Partnerships have not experienced any material effects from the year 2000
issue. Costs incurred by the Partnerships in order to ensure year 2000
compatibility were not material to the Partnerships.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with Geodyne
---------------- --- --------------------------------
Dennis R. Neill 47 President and Director
Judy K. Fox 48 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named
-40-
President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining
Samson, he was associated with a Tulsa law firm, Conner and Winters, where his
principal practice was in the securities area. He received a Bachelor of Arts
degree in political science from Oklahoma State University and a Juris Doctorate
degree from the University of Texas. Mr. Neill also serves as Senior Vice
President of Samson Investment Company and as President and Director of Samson
Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum
Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration
Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the knowledge of the Partnerships and the General Partner, there were
no officers, directors, or ten percent owners who were delinquent filers during
1999 of reports required under Section 16 of the Securities Exchange Act of
1934.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership for 1999, 1998, and 1997 is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amount charged to the
Partnerships have not fluctuated every year due to expense limitations imposed
by the Partnership Agreements.
-41-
Partnership 1999 1998 1997
----------- -------- -------- --------
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 based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 1999, 1998, and 1997:
-42-
Salary Reimbursement
I-D Partnership
---------------
Three Years Ended December 31, 1999
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(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $47,759 - - - - - -
1998 $47,311 - - - - - -
1999 $48,830 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-D Partnership and no individual's salary or other
compensation reimbursement from the I-D Partnership equals or exceeds
$100,000 per annum.
-43-
Salary Reimbursement
I-E Partnership
---------------
Three Years Ended December 31, 1999
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
-------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $277,719 - - - - - -
1998 $275,116 - - - - - -
1999 $283,949 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-E Partnership and no individual's salary or other
compensation reimbursement from the I-E Partnership equals or exceeds
$100,000 per annum.
-44-
Salary Reimbursement
I-F Partnership
---------------
Three Years Ended December 31, 1999
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
-------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1997 - - - - - - -
1998 - - - - - - -
1999 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1997 $95,058 - - - - - -
1998 $94,167 - - - - - -
1999 $97,190 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-F Partnership and no individual's salary or other
compensation reimbursement from the I-F Partnership equals or exceeds
$100,000 per annum.
-45-
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such affiliates for
services as operator of the wells. As operator, such affiliates are compensated
at rates provided in the operating agreements in effect and charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have an interest. This equipment was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of February 1, 2000 by (i) each beneficial owner of more than five
percent of the issued and outstanding Units, (ii) the directors and officers of
the General Partner, and (iii) the General Partner and its affiliates. The
address of each of such persons is Samson Plaza, Two West Second Street, Tulsa,
Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
I-D Partnership:
- ---------------
Samson Resources Company 1,077 (15.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 1,077 (15.0%)
I-E Partnership:
- ---------------
Samson Resources Company 8,334 (19.9%)
-46-
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 8,334 (19.9%)
I-F Partnership:
- ---------------
Samson Resources Company 3,391 (23.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 3,391 (23.7%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements between
the Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest with other Limited Partners with
respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
-47-
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
-48-
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-D
Geodyne Energy Income Limited Partnership I-E
Geodyne Energy Income Limited Partnership I-F
as of December 31, 1999 and 1998 and for each of the three years
in the period ended December 31, 1999 are filed as part of this
report:
Report of Independent Accountants
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
* 4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income
Limited Partnership I-D.
* 4.2 Amended and Restated Agreement and Certificate of Limited
Partnership dated September 10, 1986 for Geodyne Energy Income
Limited Partnership I-E.
* 4.3 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F.
* 4.4 First Amendment to Amended and Restated Certificate of
Limited Partnership and First Amendment to Amended and
Restated Agreement and Certificate of Limited Partnership
dated February 24, 1993 for Geodyne Energy Income Limited
Partnership I-D.
-49-
* 4.5 First Amendment to Amended and Restated Certificate of
Limited Partnership and First Amendment to Amended and
Restated Agreement and Certificate of Limited Partnership
dated February 24, 1993 for Geodyne Energy Income Limited
Partnership I-E.
* 4.6 First Amendment to Amended and Restated Certificate of
Limited Partnership and First Amendment to Amended and
Restated Agreement and Certificate of Limited Partnership
dated February 24, 1993 for Geodyne Energy Income Limited
Partnership I-F.
* 4.7 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated August 4, 1993 for
Geodyne Energy Income Limited Partnership I-D.
* 4.8 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated August 4, 1993 for
Geodyne Energy Income Limited Partnership I-E.
* 4.9 Second Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated August 4, 1993 for
Geodyne Energy Income Limited Partnership I-F.
* 4.10 Third Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated July 1, 1996 for
Geodyne Energy Income Limited Partnership I-D.
* 4.11 Third Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated July 1, 1996 for
Geodyne Energy Income Limited Partnership I-E.
* 4.12 Third Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated July 1, 1996 for
Geodyne Energy Income Limited Partnership I-F.
* 4.13 Fourth Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated December 23, 1999 for
Geodyne Energy Income Limited Partnership I-D.
-50-
* 4.14 Fourth Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated December 23, 1999 for
Geodyne Energy Income Limited Partnership I-E.
* 4.15 Fourth Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated December 23, 1999 for
Geodyne Energy Income Limited Partnership I-F.
* 10.1 Amended and Restated Agreement of Partnership dated March
4, 1986 for Geodyne Energy Income Production Partnership I-D.
* 10.2 Amended and Restated Agreement of Partnership dated
September 10, 1986 for Geodyne Energy Income Production
Partnership I-E.
* 10.3 Amended and Restated Agreement of Partnership dated
December 17, 1986 for Geodyne Energy Income Production
Partnership I-F.
* 10.4 First Amendment to Amended and Restated Agreement of
Partnership dated February 26, 1993 for Geodyne Energy Income
Production Partnership I-D.
* 10.5 First Amendment to Amended and Restated Agreement of
Partnership dated February 26, 1993 for Geodyne Energy Income
Production Partnership I-E.
* 10.6 First Amendment to Amended and Restated Agreement of
Partnership dated February 26, 1993 for Geodyne Energy Income
Production Partnership I-F.
* 10.7 Second Amendment to Amended and Restated Agreement of
Partnership dated July 1, 1996 for Geodyne Energy Income
Production Partnership I-D.
* 10.8 Second Amendment to Amended and Restated Agreement of
Partnership dated July 1, 1996 for Geodyne Energy Income
Production Partnership I-E.
* 10.9 Second Amendment to Amended and Restated Agreement of
Partnership dated July 1, 1996 for Geodyne Energy Income
Production Partnership I-F.
-51-
* 10.10 Third Amendment to Amended and Restated Agreement of
Partnership dated December 30, 1999 for Geodyne Energy Income
Production Partnership I-D.
* 10.11 Third Amendment to Amended and Restated Agreement of
Partnership dated December 30, 1999 for Geodyne Energy Income
Production Partnership I-E.
* 10.12 Third Amendment to Amended and Restated Agreement of
Partnership dated December 30, 1999 for Geodyne Energy Income
Production Partnership I-F.
* 23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership I-D.
* 23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership I-E.
* 23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy
Income Limited Partnership I-F.
* 27.1 Financial Data Schedule containing summary financial
information extracted from Geodyne Energy Income Limited
Partnership I-D's financial statements as of December 31, 1999
and for the year ended December 31, 1999.
* 27.2 Financial Data Schedule containing summary financial
information extracted from Geodyne Energy Income Limited
Partnership I-E's financial statements as of December 31, 1999
and for the year ended December 31, 1999.
* 27.3 Financial Data Schedule containing summary financial
information extracted from Geodyne Energy Income Limited
Partnership I-F's financial statements as of December 31, 1999
and for the year ended December 31, 1999.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
-52-
(b) Reports on Form 8-K filed during the fourth quarter of 1999:
None.
-53-
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
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
By: GEODYNE RESOURCES, INC.
General Partner
February 24, 2000
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and February 24, 2000
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal February 24, 2000
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary February 24, 2000
-------------------
Judy K. Fox
-54-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE PRODUCTION PARTNERSHIP I-D
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-D, an Oklahoma
limited partnership, and Geodyne Production Partnership I-D, an Oklahoma general
partnership, at December 31, 1999 and 1998, and the combined results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Partnerships' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2000
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
----------- ----------
CURRENT ASSETS:
Cash and cash equivalents $183,942 $167,361
Accounts receivable:
Oil and gas sales 130,579 134,477
------- -------
Total current assets $314,521 $301,838
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 522,300 605,793
DEFERRED CHARGE 85,847 66,062
------- -------
$922,668 $973,693
======= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 16,194 $ 9,270
Gas imbalance payable 36,593 43,521
------- -------
Total current liabilities $ 52,787 $ 52,791
ACCRUED LIABILITY $ 26,398 $ 14,456
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 31,152) ($ 53,161)
Limited Partners, issued and
outstanding, 7,195 Units 874,635 959,607
------- -------
Total Partners' capital $843,483 $906,446
------- -------
$922,668 $973,693
======= =======
The accompanying notes are an integral part of these combined
financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Operations
For the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $ 771,318 $1,061,235 $1,545,097
Interest income 6,129 11,601 10,558
Gain on sale of oil and
gas properties 494 260,624 24,113
--------- --------- ---------
$ 777,941 $1,333,460 $1,579,768
COSTS AND EXPENSES:
Lease operating $ 107,635 $ 162,006 $ 183,675
Production tax 51,917 72,475 110,675
Depreciation, depletion,
and amortization of oil
and gas properties 85,530 97,974 112,862
Impairment provision - - 61,790
General and administrative 90,409 89,722 91,372
--------- ---------- ---------
$ 335,491 $ 422,177 $ 560,374
--------- --------- ---------
NET INCOME $ 442,450 $ 911,283 $1,019,394
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 77,422 $ 148,669 $ 173,924
========= ========= =========
LIMITED PARTNERS -
NET INCOME $ 365,028 $ 762,614 $ 845,470
========= ========= =========
NET INCOME per Unit $ 50.73 $ 105.99 $ 117.51
========= ========= =========
UNITS OUTSTANDING 7,195 7,195 7,195
========= ========= =========
The accompanying notes are an integral part of these combined
financial statements.
F-3
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1996 $1,540,523 ($ 4,248) $1,536,275
Net income 845,470 173,924 1,019,394
Cash distributions ( 1,095,000) ( 197,236) ( 1,292,236)
--------- ------- ---------
Balance, Dec. 31, 1997 $1,290,993 ($ 27,560) $1,263,433
Net income 762,614 148,669 911,283
Cash distributions ( 1,094,000) ( 174,270) ( 1,268,270)
--------- ------- ---------
Balance, Dec. 31, 1998 $ 959,607 ($ 53,161) $ 906,446
Net income 365,028 77,422 442,450
Cash distributions ( 450,000) ( 55,413) ( 505,413)
--------- ------- ---------
Balance, Dec. 31, 1999 $ 874,635 ($ 31,152) $ 843,483
========= ======= =========
The accompanying notes are an integral part of these combined
financial statements.
F-4
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, 1999, 1998, and 1997
1999 1998 1997
----------- ---------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $442,450 $ 911,283 $1,019,394
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 85,530 97,974 112,862
Impairment provision - - 61,790
Gain on sale of oil and
gas properties ( 494) ( 260,624) ( 24,113)
Decrease in accounts
receivable - oil and gas
sales 3,898 121,524 50,856
(Increase) decrease in
deferred charge ( 19,785) 38,731 ( 6,778)
Increase (decrease) in
accounts payable 6,924 ( 22,040) 16,025
Increase (decrease) in gas
imbalance payable ( 6,928) 3,550 3,284
Increase (decrease) in accrued
liability 11,942 111 ( 2,471)
------- --------- ---------
Net cash provided by
operating activities $523,537 $ 890,509 $1,230,849
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 2,037) ($ 1,811) ($ 34,805)
Proceeds from sale of
oil and gas properties 494 272,824 25,350
------- --------- ---------
Net cash provided (used)
by investing activities ($ 1,543) $ 271,013 ($ 9,455)
------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($505,413) ($1,268,270) ($1,292,236)
------- --------- ---------
Net cash used by financing
activities ($505,413) ($1,268,270) ($1,292,236)
------- --------- ---------
F-5
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 16,581 ($ 106,748) ($ 70,842)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 167,361 274,109 344,951
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $183,942 $ 167,361 $ 274,109
======= ========= =========
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-E
GEODYNE PRODUCTION PARTNERSHIP I-E
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-E, an Oklahoma
limited partnership, and Geodyne Production Partnership I-E, an Oklahoma general
partnership, at December 31, 1999 and 1998, and the combined results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Partnerships' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2000
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
----------- ------------
CURRENT ASSETS:
Cash and cash equivalents $ 891,310 $ 12,003
Accounts receivable:
Oil and gas sales 772,416 651,445
--------- ---------
Total current assets $1,663,726 $ 663,448
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 3,573,231 4,191,663
DEFERRED CHARGE 622,281 570,545
--------- ---------
$5,859,238 $5,425,656
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 104,132 $ 209,486
Gas imbalance payable 174,639 115,808
--------- ---------
Total current liabilities $ 278,771 $ 325,294
ACCRUED LIABILITY $ 189,964 $ 151,490
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 106,782) ($ 232,100)
Limited Partners, issued and
outstanding, 41,839 Units 5,497,285 5,180,972
--------- ---------
Total Partners' capital $5,390,503 $4,948,872
--------- ---------
$5,859,238 $5,425,656
========= =========
The accompanying notes are an integral part of these combined
financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Operations
For the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ---------
REVENUES:
Oil and gas sales $4,161,530 $4,611,235 $6,004,252
Interest income 18,059 39,917 34,723
Gain on sale of oil and
gas properties 1,587 1,154,155 120,840
Insurance settlement 675,000 - -
Other income - - 69,917
--------- --------- ---------
$4,856,176 $5,805,307 $6,229,732
COSTS AND EXPENSES:
Lease operating $ 884,151 $1,182,851 $1,337,863
Production tax 269,786 323,993 433,287
Depreciation, depletion,
and amortization of oil
and gas properties 652,767 756,985 729,388
Impairment provision - 547,048 291,690
General and administrative 520,070 516,682 526,066
--------- --------- ---------
$2,326,774 $3,327,559 $3,318,294
--------- --------- ---------
NET INCOME $2,529,402 $2,477,748 $2,911,438
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 468,089 $ 548,239 $ 568,504
========= ========= =========
LIMITED PARTNERS -
NET INCOME $2,061,313 $1,929,509 $2,342,934
========= ========= =========
NET INCOME per Unit $ 49.27 $ 46.12 $ 56.00
========= ========= =========
UNITS OUTSTANDING 41,839 41,839 41,839
========= ========= =========
The accompanying notes are an integral part of these combined
financial statements.
F-9
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- -------------
Balance, Dec. 31, 1996 $8,300,529 ($113,140) $8,187,389
Net income 2,342,934 568,504 2,911,438
Cash distributions ( 3,460,000) ( 683,798) ( 4,143,798)
--------- ------- ---------
Balance, Dec. 31, 1997 $7,183,463 ($228,434) $6,955,029
Net income 1,929,509 548,239 2,477,748
Cash distributions ( 3,932,000) ( 551,905) ( 4,483,905)
--------- ------- ---------
Balance, Dec. 31, 1998 $5,180,972 ($232,100) $4,948,872
Net income 2,061,313 468,089 2,529,402
Cash distributions ( 1,745,000) ( 342,771) ( 2,087,771)
--------- ------- ---------
Balance, Dec. 31, 1999 $5,497,285 ($106,782) $5,390,503
========= ======= =========
The accompanying notes are an integral part of these combined
financial statements.
F-10
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,529,402 $2,477,748 $2,911,438
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 652,767 756,985 729,388
Impairment provision - 547,048 291,690
Gain on sale of oil and
gas properties ( 1,587) ( 1,154,155) ( 120,840)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 120,971) 342,909 238,720
(Increase) decrease in
accounts receivable
- other - 69,917 ( 69,917)
(Increase) decrease in
deferred charge ( 51,736) 179,824 72,455
Increase (decrease) in
accounts payable ( 105,354) ( 48,038) 139,262
Increase (decrease) in gas
imbalance payable 58,831 ( 20,076) 11,684
Increase (decrease) in
accrued liability 38,474 13,134 ( 4,307)
--------- --------- ---------
Net cash provided by
operating activities $2,999,826 $3,165,296 $4,199,573
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 35,443) ($ 762,520) ($ 279,631)
Proceeds from sale of
oil and gas properties 2,695 1,265,357 156,744
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 32,748) $ 502,837 ($ 122,887)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,087,771) ($4,483,905) ($4,143,798)
--------- --------- ---------
F-11
Net cash used by financing
activities ($2,087,771) ($4,483,905) ($4,143,798)
--------- --------- ---------
NET DECREASE IN CASH
AND CASH EQUIVALENTS ($ 879,307) ($ 815,772) ($ 67,112)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 12,003 827,775 894,887
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 891,310 $ 12,003 $ 827,775
========= ========= =========
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-F
GEODYNE PRODUCTION PARTNERSHIP I-F
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-F, an Oklahoma
limited partnership, and Geodyne Production Partnership I-F, an Oklahoma general
partnership, at December 31, 1999 and 1998, and the combined results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting principles generally accepted
in the United States. These financial statements are the responsibility of the
Partnerships' management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
financial statements in accordance with auditing standards generally accepted in
the United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 18, 2000
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Balance Sheets
December 31, 1999 and 1998
ASSETS
------
1999 1998
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 254,500 $ 5,457
Accounts receivable:
Oil and gas sales 250,188 195,444
--------- ---------
Total current assets $ 504,688 $ 200,901
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,110,525 1,311,368
DEFERRED CHARGE 375,691 346,704
--------- ---------
$1,990,904 $1,858,973
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 33,956 $ 406,740
Gas imbalance payable 68,901 38,738
--------- ---------
Total current liabilities $ 102,857 $ 445,478
ACCRUED LIABILITY $ 122,086 $ 109,153
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 9,232) ($ 94,547)
Limited Partners, issued and
outstanding, 14,321 Units 1,775,193 1,398,889
--------- ---------
Total Partners' capital $1,765,961 $1,304,342
--------- ---------
$1,990,904 $1,858,973
========= =========
The accompanying notes are an integral part of these combined
financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Operations
For the Years Ended December 31, 1999, 1998, and 1997
1999 1998 1997
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,292,077 $1,442,718 $2,021,805
Interest income 3,902 12,630 11,252
Gain on sale of oil and
gas properties 546 380,920 76,108
Insurance settlement 472,500 - -
Other income - - 48,942
--------- --------- ---------
$1,769,025 $1,836,268 $2,158,107
COSTS AND EXPENSES:
Lease operating $ 345,710 $ 571,401 $ 540,388
Production tax 79,336 96,615 143,412
Depreciation, depletion,
and amortization of oil
and gas properties 221,991 254,674 257,820
Impairment provision - 382,925 114,631
General and administrative 178,697 177,383 180,860
--------- --------- ---------
$ 825,734 $1,482,998 $1,237,111
--------- --------- ---------
NET INCOME $ 943,291 $ 353,270 $ 920,996
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 171,987 $ 140,360 $ 183,677
========= ========= =========
LIMITED PARTNERS -
NET INCOME $ 771,304 $ 212,910 $ 737,319
========= ========= =========
NET INCOME per Unit $ 53.86 $ 14.87 $ 51.49
========= ========= =========
UNITS OUTSTANDING 14,321 14,321 14,321
========= ========= =========
The accompanying notes are an integral part of these combined
financial statements.
F-15
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, 1999, 1998, and 1997
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1996 $2,845,660 ($ 59,110) $2,786,550
Net income 737,319 183,677 920,996
Cash distributions ( 1,173,000) ( 184,378) ( 1,357,378)
--------- ------- ---------
Balance, Dec. 31, 1997 $2,409,979 ($ 59,811) $2,350,168
Net income 212,910 140,360 353,270
Cash distributions ( 1,224,000) ( 175,096) ( 1,399,096)
--------- ------- ---------
Balance, Dec. 31, 1998 $1,398,889 ($ 94,547) $1,304,342
Net income 771,304 171,987 943,291
Cash distributions ( 395,000) ( 86,672) ( 481,672)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,775,193 ($ 9,232) $1,765,961
========= ======= =========
The accompanying notes are an integral part of these combined
financial statements.
F-16
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, 1999, 1998, and 1997
1999 1998 1997
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $ 943,291 $ 353,270 $ 920,996
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 221,991 254,674 257,820
Impairment provision - 382,925 114,631
Gain on sale of oil
and gas properties ( 546) ( 380,920) ( 76,108)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 54,744) 112,290 124,154
(Increase) decrease in
accounts receivable
- other - 48,942 ( 48,942)
(Increase) decrease in
deferred charge ( 28,987) 154,312 ( 35,815)
Increase (decrease) in
accounts payable ( 372,784) 353,535 5,841
Increase (decrease) in gas
imbalance payable 30,163 ( 8,308) 1,767
Increase (decrease) in
accrued liability 12,933 ( 7,248) 12,611
--------- --------- ---------
Net cash provided by
operating activities $ 751,317 $1,263,472 $1,276,955
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 23,334) ($ 548,339) ($ 104,709)
Proceeds from sale of
oil and gas properties 2,732 438,200 97,288
--------- --------- ---------
Net cash used by
investing activities ($ 20,602) ($ 110,139) ($ 7,421)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($ 481,672) ($1,399,096) ($1,357,378)
--------- --------- ---------
F-17
Net cash used by financing
activities ($ 481,672) ($1,399,096) ($1,357,378)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 249,043 ($ 245,763) ($ 87,844)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 5,457 251,220 339,064
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 254,500 $ 5,457 $ 251,220
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-18
GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS
Notes to the Combined Financial Statements
For the Years Ended December 31, 1999, 1998, and 1997
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of the Partnerships. Each Partnership is a general partner in the related
Geodyne Energy Income Production Partnership (collectively, the "Production
Partnership") in which Geodyne Resources, Inc. serves as the managing partner.
Limited Partner capital contributions were contributed to the related Production
Partnerships for investment in producing oil and gas properties. The
Partnerships were activated on the following dates with the following Limited
Partner capital contributions:
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ --------------
I-D March 4, 1986 7,194,700
I-E September 10, 1986 41,839,400
I-F December 16, 1986 14,320,900
The Partnerships would have terminated on December 31, 1999. However, the
General Partner has extended the terms of the Partnerships for the first two
year extension period to December 31, 2001 pursuant to its right to extend the
term of each Partnership for up to five periods of two years each.
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the "Partnerships" and
the general partner and managing partner are collectively referred to as the
"General Partner."
An affiliate of the General Partner owned the following Units at December
31, 1999:
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
I-D 1,077 15.0%
I-E 8,306 19.9%
I-F 3,384 23.6%
F-19
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally
short-term in nature and are dependent upon the obtaining of transportation
services provided by pipelines. The Partnerships' oil is sold at or near the
Partnerships' wells under short-term purchase contracts at prevailing
arrangements which are customary in the oil industry. The prices received for
the Partnerships' oil and gas are subject to influences such as global
consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
Before Payout(1) After Payout(1)
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling 10% 90% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(3) 10% 90% 15% 85%
Income(2)
- ------------------------
Temporary investments of
Limited Partners'
capital contributions 1% 99% 1% 99%
Income from oil and gas
production(3) 10% 90% 15% 85%
Sale of producing pro-
perties (3) 10% 90% 15% 85%
F-20
All other income 10% 90% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 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.
(3) 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.
The I-D Partnership achieved payout in late 1991 and the I-E and I-F
Partnerships achieved payout during the second quarter of 1995. After payout,
operations were allocated using the after payout percentages set forth in the
table above.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
F-21
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 gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General 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
Partnerships' depletion, depreciation, and amortization includes dismantlement
and abandonment costs, net of estimated salvage value. The depreciation,
depletion, and amortization rates per equivalent barrel of oil produced during
the years ended December 31, 1999, 1998, and 1997 were as follows:
F-22
Partnership 1999 1998 1997
----------- ------ ------ ------
I-D $1.41 $1.12 $1.09
I-E 2.07 1.89 1.68
I-F 2.43 2.15 1.93
When complete units of depreciable property are retired or sold, the asset
cost and related accumulated depreciation are eliminated with any gain or loss
reflected in income. When less than complete units of depreciable property are
retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such properties, the cost of the properties is written down to
fair value, which is determined by using the discounted future cash flows from
the properties. During 1999, 1998, and 1997, the Partnerships recorded the
following non-cash charges against earnings (impairment provisions):
Partnership 1999 1998 1997
----------- --------- ------- ---------
I-D $ - $ - $12,290
I-E - 547,048 59,728
I-F - 382,925 20,908
The risk that the Partnerships will be required to record similar impairment
provisions in the future increases as oil and gas prices decrease.
In addition, during 1997 the General Partner determined that the
Partnerships' unproved properties would be uneconomic to develop and, therefore,
of little or no value. This determination was based on an evaluation by the
General Partner that it was unlikely that these unproved properties would be
developed due to low oil and gas prices and provisions in the Partnership
Agreements which limit the level of permissible drilling activity. As a result
of this determination, the Partnerships recorded the following non-cash charges
against earnings at March 31, 1997 in order to reflect the writing-off of the
Partnerships' unproved properties:
Partnership Amount
----------- --------
I-D $ 49,500
I-E 231,962
I-F 93,723
F-23
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The rate used in calculating the deferred charge is the average of
the annual production costs per Mcf. At December 31, 1999 and 1998, cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
1999 1998
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- --------- -------- --------- --------
I-D 233,407 $ 85,847 244,675 $ 66,062
I-E 1,067,927 622,281 1,162,007 570,545
I-F 396,006 375,691 433,055 346,704
Accrued Liability
The Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rate used in calculating the accrued liability is the
average of the annual production costs per Mcf. At December 31, 1999 and 1998,
cumulative total gas sales volumes for overproduced wells exceeded the
Partnerships' pro-rata share of total gas production from these wells by the
following amounts:
1999 1998
------------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-D 71,772 $ 26,398 53,542 $ 14,456
I-E 326,006 189,964 308,534 151,490
I-F 128,688 122,086 136,339 109,153
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves.
F-24
During such times as a Partnership's sales of gas exceed its pro rata ownership
in a well, such sales are recorded as revenue unless total sales from the well
have exceeded the Partnership's share of estimated total gas reserves underlying
the property, at which time such excess is recorded as a liability. The rates
per Mcf used to calculate this liability are based on the average gas prices
received for the volumes at the time the overproduction occurred. This also
approximates the price for which the Partnerships are currently settling this
liability. At December 31, 1999 and 1998 total sales exceeded the Partnerships'
share of estimated total gas reserves as follows:
1999 1998
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- ------- ------- --------
I-D 24,395 $ 36,593 29,014 $ 43,521
I-E 116,426 174,639 77,205 115,808
I-F 45,934 68,901 25,825 38,738
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of current estimates of total
gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, and the accrued liability all
involve estimates which could materially differ from the actual amounts
ultimately realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ from the
actual amounts ultimately realized.
F-25
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated every year due to expense
limitations imposed by the Partnership Agreements. The following is a summary of
payments made to the General Partner or its affiliates by the Partnerships for
general and administrative overhead costs for the years ended December 31, 1999,
1998, and 1997:
Partnership 1999 1998 1997
----------- -------- -------- --------
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. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of each Partnership's combined oil and gas sales for the
years ended December 31, 1999, 1998, and 1997:
F-26
Partnership Purchaser Percentage
- ----------- --------------------- -----------------------
1999 1998 1997
----- ----- -----
I-D El Paso Energy Marketing
Company ("El Paso") 48.4% 41.5% 35.5%
Conoco, Inc. 18.8% - 19.6%
Hallwood Petroleum 11.7% 20.0% 24.9%
I-E El Paso 54.6% 55.5% 51.3%
I-F El Paso 30.7% 35.6% 33.9%
Amoco Production Co. 11.7% - -
Conoco, Inc. 10.8% - -
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, 1999 and 1998 were as follows:
F-27
I-D Partnership
---------------
1999 1998
------------ ------------
Proved properties $4,607,189 $4,604,726
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 4,084,889) ( 3,998,933)
--------- ---------
Net oil and gas
properties $ 522,300 $ 605,793
========= =========
I-E Partnership
---------------
1999 1998
------------ ------------
Proved properties $26,692,096 $26,655,665
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 23,118,865) ( 22,464,002)
---------- ----------
Net oil and gas
properties $ 3,573,231 $ 4,191,663
========== ==========
F-28
I-F Partnership
---------------
1999 1998
------------ -----------
Proved properties $8,044,032 $8,022,333
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 6,933,507) ( 6,710,965)
--------- ---------
Net oil and gas
properties $1,110,525 $1,311,368
========= =========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 1999, 1998, and 1997. Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 1999, 1998, and 1997 were as follows:
Partnership 1999 1998 1997
----------- -------- -------- -------
I-D $ 2,037 $ 1,811 $ 34,805
I-E 35,443 762,520 279,631
I-F 23,334 548,339 104,709
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States,
for the periods indicated. The proved reserves at December 31, 1999, 1998, and
1997 were estimated by petroleum engineers employed by affiliates of the
Partnerships. Certain reserve information was reviewed by Ryder Scott Company,
L.P., an independent petroleum engineering firm. The following information
includes certain gas balancing adjustments which cause the gas volume to differ
from the reserve reports prepared by the General Partner and reviewed by Ryder
Scott.
F-29
I-D Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1996 55,577 2,297,923
Production ( 18,760) ( 510,113)
Sales of minerals in place ( 168) ( 5,510)
Revisions of previous
estimates 4,349 156,947
------- ---------
Proved reserves, Dec. 31, 1997 40,998 1,939,247
Production ( 11,249) ( 456,195)
Sales of minerals in place ( 1,568) ( 134,605)
Extensions and discoveries 7,889 76,181
Revisions of previous
estimates 1,706 210,269
------- ---------
Proved reserves, Dec. 31, 1998 37,776 1,634,897
Production ( 8,482) ( 314,010)
Revisions of previous
estimates 80,895 272,928
------- ---------
Proved reserves, Dec. 31, 1999 110,189 1,593,815
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 40,875 1,925,548
======= =========
December 31, 1998 37,776 1,634,897
======= =========
December 31, 1999 110,166 1,593,084
======= =========
F-30
I-E Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1996 520,835 11,752,987
Production ( 77,648) ( 2,139,704)
Sales of minerals in place ( 14,619) ( 66,444)
Extensions and discoveries 29,604 18,612
Revisions of previous
estimates ( 58,499) 985,558
------- ----------
Proved reserves, Dec. 31, 1997 399,673 10,551,009
Production ( 64,346) ( 2,016,034)
Sales of minerals in place ( 6,928) ( 687,223)
Extensions and discoveries 35,494 491,481
Revisions of previous
estimates ( 45,323) 1,040,638
------- ----------
Proved reserves, Dec. 31, 1998 318,570 9,379,871
Production ( 58,465) ( 1,540,061)
Extensions and discoveries 67 16,189
Revisions of previous
estimates 467,644 435,563
------- ----------
Proved reserves, Dec. 31, 1999 727,816 8,291,562
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1997 399,277 10,506,977
======= ==========
December 31, 1998 318,570 9,379,871
======= ==========
December 31, 1999 727,565 8,283,990
======= ==========
F-31
I-F Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1996 269,162 3,556,285
Production ( 38,725) ( 571,101)
Sales of minerals in place ( 8,673) ( 38,629)
Extensions and discoveries 10,361 6,514
Revisions of previous
estimates ( 34,694) 377,552
------- ---------
Proved reserves, Dec. 31, 1997 197,431 3,330,621
Production ( 30,203) ( 530,040)
Sales of minerals in place ( 2,473) ( 248,611)
Extensions and discoveries 16,858 262,256
Revisions of previous
estimates ( 32,096) 220,951
------- ---------
Proved reserves, Dec. 31,1998 149,517 3,035,177
Production ( 27,794) ( 381,318)
Extensions and discoveries 46 11,332
Revisions of previous
estimates 229,882 105,148
------- ---------
Proved reserves, Dec. 31,1999 351,651 2,770,339
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1997 197,297 3,315,478
======= =========
December 31, 1998 149,517 3,035,177
======= =========
December 31, 1999 351,522 2,766,466
======= =========
Standardized Measure of Discounted Future Net Cash Flows of Proved Oil
and Gas Reserves - Unaudited
The following tables set forth each of the Partnerships' estimated future
net cash flows as of December 31, 1999 relating to proved oil and gas reserves
based on the standardized measure as prescribed in SFAS No. 69:
F-32
Partnership
------------------------------
I-D I-E
------------ -------------
Future cash inflows $6,049,512 $34,501,519
Future production and
development costs ( 1,601,710) ( 10,869,334)
--------- ----------
Future net cash
flows $4,447,802 $23,632,185
10% discount to
reflect timing of
cash flows ( 2,099,151) ( 10,665,090)
--------- ----------
Standardized measure
of discounted
future net cash
flows $2,348,651 $12,967,095
========= ==========
I-F Partnership
---------------
Future cash inflows $14,269,566
Future production and
development costs ( 4,996,858)
---------
Future net cash
flows $ 9,272,708
10% discount to
reflect timing of
cash flows ( 4,677,400)
---------
Standardized measure
of discounted
future net cash
flow $ 4,595,308
=========
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,
F-33
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the reserve
estimates reported herein represent the most accurate assessment possible, the
significance of the subjective decisions required and variances in available
data for various reservoirs make these estimates generally less precise than
other estimates presented in connection with financial statement disclosures.
The Partnerships' reserves were determined at December 31, 1999 using oil and
gas prices of approximately $22.75 per barrel and $2.24 per Mcf, respectively.
F-34
INDEX TO EXHIBITS
-----------------
Number Description
- ------ -----------
*4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income Limited
Partnership I-D.
*4.2 Amended and Restated Agreement and Certificate of Limited
Partnership dated September 10, 1986 for Geodyne Energy Income
Limited Partnership I-E.
*4.3 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F.
*4.4 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-D.
*4.5 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-E.
*4.6 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement and
Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-F.
*4.7 Second Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated August 4, 1993 for Geodyne Energy Income
Limited Partnership I-D.
*4.8 Second Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated August 4, 1993 for Geodyne Energy Income
Limited Partnership I-E.
*4.9 Second Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated August 4, 1993 for Geodyne Energy Income
Limited Partnership I-F.
*4.10 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-D.
*4.11 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-E.
F-35
*4.12 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-F.
*4.13 Fourth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated December 23, 1999 for Geodyne Energy Income
Limited Partnership I-D.
*4.14 Fourth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated December 23, 1999 for Geodyne Energy Income
Limited Partnership I-E.
*4.15 Fourth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated December 23, 1999 for Geodyne Energy Income
Limited Partnership I-F.
*10.1 Amended and Restated Agreement of Partnership dated March 4, 1986 for
Geodyne Energy Income Production Partnership I-D.
*10.2 Amended and Restated Agreement of Partnership dated September 10,
1986 for Geodyne Energy Income Production Partnership I-E.
*10.3 Amended and Restated Agreement of Partnership dated December 17, 1986
for Geodyne Energy Income Production Partnership I-F.
*10.4 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-D.
*10.5 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-E.
*10.6 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-F.
*10.7 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-D.
*10.8 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-E.
*10.9 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-F.
F-36
*10.10 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-D.
*10.11 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-E.
*10.12 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-F.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership I-F.
*27.1 Financial Data Schedule containing summary financial information
extracted from Geodyne Energy Income Limited Partnership I-D's
financial statements as of December 31, 1999 and for the year ended
December 31, 1999.
*27.2 Financial Data Schedule containing summary financial information
extracted from Geodyne Energy Income Limited Partnership I-E's
financial statements as of December 31, 1999 and for the year ended
December 31, 1999.
*27.3 Financial Data Schedule containing summary financial information
extracted from Geodyne Energy Income Limited Partnership I-F's
financial statements as of December 31, 1999 and for the year ended
December 31, 1999.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
F-37