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, 1998 Commission File Number: I-B: 0-14657 I-C: 0-14658 I-D: 0-15831 I-E: 0-15832 I-F: 0-15833 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F --------------------------------------------- (Exact name of Registrant as specified in its Articles) I-B 73-1231998 I-C 73-1252536 I-D 73-1265223 I-E 73-1270110 Oklahoma I-F 73-1292669 - --------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two West Second Street, Tulsa, Oklahoma 74103 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Depositary Units in Geodyne Energy Income Limited Partnerships I-B through I-F Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to the filing requirements for the past 90 days. Yes X No ----- ----- 1 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. ----- 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 2 FORM 10-K405 TABLE OF CONTENTS PART I.......................................................................4 ITEM 1. BUSINESS...................................................4 ITEM 2. PROPERTIES................................................10 ITEM 3. LEGAL PROCEEDINGS.........................................21 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......21 PART II.....................................................................21 ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......21 ITEM 6. SELECTED FINANCIAL DATA...................................25 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................31 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................................55 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............55 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................55 PART III....................................................................55 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...................................................55 ITEM 11. EXECUTIVE COMPENSATION....................................56 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................................63 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............64 PART IV.....................................................................66 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K...............................................66 SIGNATURES..................................................................70 3 PART I. ITEM 1. BUSINESS General The Geodyne Energy Income Limited Partnership I-B (the "I-B Partnership"), Geodyne Energy Income Limited Partnership I-C (the "I-C Partnership"), Geodyne Energy Income Limited Partnership I-D (the "I-D Partnership"), Geodyne Energy Income Limited Partnership I-E (the "I-E Partnership"), and Geodyne Energy Income Limited Partnership I-F (the "I-F Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of public investors as limited partners (the "Limited Partners") and Geodyne 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-B July 12, 1985 I-C December 20, 1985 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 29 limited partnerships, including the Partnerships. The General Partner is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "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 January 31, 1999, Samson owned interests in approximately 10,500 oil and gas wells located in 19 states of the United States and the countries of Canada, Venezuela, and Russia. At January 31, 1999, 4 Samson operated approximately 2,900 oil and gas wells located in 15 states of the United States, as well as Canada, Venezuela, and Russia. The Partnerships are currently engaged in the business of owning interests in producing oil and gas properties located in the continental United States. The Partnerships may also engage to a limited extent in development drilling on producing oil and gas properties as required for the prudent management of the Partnerships. As limited partnerships, the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and the other Samson Companies. As of February 15, 1999, Samson employed approximately 850 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner." The General Partner's and the Partnerships' principal place of business is located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE]. Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements"), the Partnerships will terminate on December 31, 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. As of the date of this Annual Report the General Partner currently intends to extend the term of the I-D, I-E, and I-F Partnerships for the first two year extension period. With respect to the I-B and I-C Partnerships, it is the General Partner's current intent to let these Partnerships terminate on December 31, 1999 pursuant to the terms of their Partnership Agreements. The General Partner will, however, over the next several months evaluate all of the Partnerships' operations and then make a final determination as to whether to extend any of their terms. It is anticipated that a final decision will be made during the fourth quarter of 1999. In the event any of the Partnerships are terminated pursuant to the Partnership Agreements, the Partnership's dissolution shall be effective on December 31, 1999. Pursuant to the terms of the Partnership Agreement, the dissolved Partnership would then be liquidated. The liquidation procedures under the Partnership Agreements provide that the General Partner shall sell the Partnership's properties and, in connection therewith, attempt to obtain the best price available for such properties. Pending such sales, the General Partner will continue to manage the Partnership's properties. It is anticipated that in the 5 event of termination, the Partnership's properties would be sold through an auction process or negotiated transactions during the first half of 2000. Gain or loss realized on the sale of a dissolved Partnership's assets will be credited to (in the case of gain) or charged against (in the case of loss) each Partner's capital account to the extent allocable under the Partnership Agreement. In settling the Partners' accounts upon dissolution, the assets of the Partnership shall be paid out as follows: (i) to third party creditors; (ii) to the General Partner for any expenses of the Partnership paid by or payable to it to the extent it is entitled to reimbursement under the Partnership Agreement; (iii) to all of the Limited Partners in the amount equivalent to the amount of their positive capital account balances (as adjusted pursuant to the Partnership Agreement) on the date of distribution; (iv) to the General Partner in the amount equivalent to the amount of its positive capital account balance (as adjusted) on the date of distribution; and (v) the balance shall be paid to the Limited Partners and General Partner in the same percentage interests as cash distributions are payable under the Partnership Agreement. In addition, in the event that, following the final distribution, the General Partner has a deficit balance in its capital account balance, it shall contribute cash to the Partnership necessary to eliminate the deficit balance, which amount would be distributed to the other Partners to the extent of their remaining positive capital account balances. 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. 6 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 a number of years. For the past ten years, such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas prices are currently in the lower half of the 10-year average range described above. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $2.32 per Mcf at December 31, 1997 to approximately $1.93 per Mcf at December 31, 1998. 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. Continued very low oil prices as discussed below may cause downward pressure on gas prices due to some users of gas converting to oil as a cheaper fuel alternative. For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range. Due to global consumption and supply trends over the last year as well as a drop in Asian energy demand, oil prices over the past year have reached historically low levels, dropping to as low as approximately $9.25 per barrel. It is not known whether this trend will continue. Prices for the Partnerships' oil decreased from approximately $16.25 per barrel at December 31, 1997 to approximately $9.50 per barrel at December 31, 1998. 7 Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1998. 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, 1998: Partnership Customer Percentage ----------- -------- ---------- I-B Duke Energy Field Services, Inc. 27.8% Byrd Operating Company 16.4% I-C Hallwood Petroleum ("Hallwood") 39.3% Conoco, Inc. ("Conoco") 28.4% I-D El Paso Energy Marketing Company ("El Paso") 41.5% Hallwood 20.0% I-E El Paso 55.5% I-F El Paso 35.6% In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas. The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities. 8 Oil, Gas, and Environmental Control Regulations Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels. Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues. Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations. Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations. 9 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, 1998. Well Statistics(1) As of December 31, 1998 P/ship Number of Gross Wells(2) Number of Net Wells(3) - ------ ----------------------------- ------------------------------- Total Oil Gas N/A(4) Total Oil Gas N/A(4) ----- ----- ----- ------ ----- ----- ----- ------ I-B 78 2 75 1 3.06 .05 2.97 .04 I-C 84 8 75 1 5.21 4.07 1.13 .01 I-D 514 403 111 - 3.49 .70 2.79 - I-E 797 643 153 1 30.01 13.71 16.13 .17 I-F 788 643 144 1 13.18 5.73 7.33 .12 - ---------- (1) The designation of a well as an oil well or gas well is made by the General Partner based on the relative amount of oil and gas reserves for the well. Regardless of a well's oil or gas designation, it may produce oil, gas, or both oil and gas. (2) As used in this Annual Report, "gross well" refers to a well in which a working interest is owned, accordingly, the number of gross wells is the total number of wells in which a working interest is owned. (3) As used in this Annual Report, "net well" refers to the sum of the fractional working interests owned in gross wells. For example, a 15% working interest in a well represents one gross well, but 0.15 net well. (4) Wells which have not been designated as oil or gas. 10 Drilling Activities During the year ended December 31, 1998, the Partnerships indirectly participated in drilling 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-B Hunt 36 No. 6 Sutton TX .0017 Gas Prod. I-C Hunt 36 No. 6 Sutton TX .0003 Gas Prod. I-D Graham F No. 3-30 Custer OK .0015 Gas Prod. Eyster No. 1-20 Custer OK .0087 Gas Prod. Beulah Switzer No. 4-18 Blaine OK .0009 Gas Prod. Melford No.1-7 Grady OK .0004 Gas Unknown Paul A No. 2-34 Garvin OK .0041 Gas Unknown I-E Graham F No. 3-30 Custer OK .0047 Gas Prod. Eyster No. 1-20 Custer OK .0279 Gas Prod. Beulah Switzer No. 4-18 Blaine OK .0062 Gas Prod. Melford No.1-7 Grady OK .0013 Gas Unknown Paul A No. 2-34 Garvin OK .0132 Gas Unknown I-F Graham F No. 3-30 Custer OK .0016 Gas Prod. Eyster No. 1-20 Custer OK .0096 Gas Prod. Beulah Switzer No. 4-18 Blaine OK .0029 Gas Prod. Melford No.1-7 Grady OK .0005 Gas Unknown Paul A No. 2-34 Garvin OK .0045 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. 11 Net Production Data I-B Partnership --------------- Year Ended December 31, -------------------------------- 1998 1997 1996 -------- -------- -------- Production: Oil (Bbls) 1,344 2,277 2,297 Gas (Mcf) 115,502 129,776 150,543 Oil and gas sales: Oil $ 16,711 $ 43,243 $ 48,565 Gas 224,453 315,039 315,487 ------- ------- ------- Total $241,164 $358,282 $364,052 ======= ======= ======= Total direct operating Expenses $120,760 $136,300 $131,335 ======= ======= ======= Direct operating expenses as a percentage of oil and gas sales 50.1% 38.0% 36.1% Average sales price: Per barrel of oil $ 12.43 $18.99 $21.14 Per Mcf of gas 1.94 2.43 2.10 Direct operating expenses per equivalent Bbl of oil $ 5.86 $ 5.70 $ 4.80 12 Net Production Data I-C Partnership --------------- Year Ended December 31, -------------------------------------- 1998 1997 1996 ---------- ---------- ---------- Production: Oil (Bbls) 14,169 25,122 27,537 Gas (Mcf) 124,746 178,180 226,820 Oil and gas sales: Oil $170,811 $469,154 $ 554,281 Gas 296,419 482,524 626,815 ------- ------- --------- Total $467,230 $951,678 $1,181,096 ======= ======= ========= Total direct operating Expenses $228,138 $311,741 $ 241,698 ======= ======= ========= Direct operating expenses as a percentage of oil and gas sales 48.8% 32.8% 20.5% Average sales price: Per barrel of oil $12.06 $18.68 $20.13 Per Mcf of gas 2.38 2.71 2.76 Direct operating expenses per equivalent Bbl of oil $ 6.53 $ 5.69 $ 3.70 13 Net Production Data I-D Partnership --------------- Year Ended December 31, ---------------------------------------- 1998 1997 1996 --------- ---------- ---------- Production: Oil (Bbls) 11,249 18,760 21,291 Gas (Mcf) 456,195 510,113 577,657 Oil and gas sales: Oil $ 141,203 $ 355,605 $ 429,150 Gas 920,032 1,189,492 1,383,418 --------- --------- --------- Total $1,061,235 $1,545,097 $1,812,568 ========= ========= ========= Total direct operating Expenses $ 234,481 $ 294,350 $ 290,848 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 22.1% 19.1% 16.0% Average sales price: Per barrel of oil $12.55 $18.96 $20.16 Per Mcf of gas 2.02 2.33 2.39 Direct operating expenses per equivalent Bbl of oil $ 2.69 $ 2.84 $ 2.47 14 Net Production Data I-E Partnership --------------- Year Ended December 31, -------------------------------------- 1998 1997 1996 ---------- ---------- ---------- Production: Oil (Bbls) 64,346 77,648 70,998 Gas (Mcf) 2,016,034 2,139,704 2,206,082 Oil and gas sales: Oil $ 770,895 $1,462,528 $1,407,716 Gas 3,840,340 4,541,724 4,598,715 --------- --------- --------- Total $4,611,235 $6,004,252 $6,006,431 ========= ========= ========= Total direct operating Expenses $1,506,844 $1,771,150 $1,706,319 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 32.7% 29.5% 28.4% Average sales price: Per barrel of oil $11.98 $18.84 $19.83 Per Mcf of gas 1.90 2.12 2.08 Direct operating expenses per equivalent Bbl of oil $ 3.76 $ 4.08 $ 3.89 15 Net Production Data I-F Partnership --------------- Year Ended December 31, ------------------------------------------ 1998 1997 1996 ---------- ---------- ---------- Production: Oil (Bbls) 30,203 38,725 35,577 Gas (Mcf) 530,040 571,101 652,692 Oil and gas sales: Oil $ 365,340 $ 730,010 $ 704,023 Gas 1,077,378 1,291,795 1,417,313 --------- --------- --------- Total $1,442,718 $2,021,805 $2,121,336 ========= ========= ========= Total direct operating Expenses $ 668,016 $ 683,800 $ 758,392 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 46.3% 33.8% 35.8% Average sales price: Per barrel of oil $12.10 $18.85 $19.79 Per Mcf of gas 2.03 2.26 2.17 Direct operating expenses per equivalent Bbl of oil $ 5.64 $ 5.11 $ 5.25 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, 1998. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company Petroleum Engineers ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of 16 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, 1998. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 1998. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 1998 will actually be realized for such production. The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. 17 Proved Reserves and Net Present Values From Proved Reserves As of December 31, 1998(1) I-B Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 1,023,624 Oil and liquids (Bbls) 7,353 Net present value (discounted at 10% per annum) $ 864,782 I-C Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 628,507 Oil and liquids (Bbls) 16,375 Net present value (discounted at 10% per annum) $ 564,072 I-D Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 1,634,897 Oil and liquids (Bbls) 37,776 Net present value (discounted at 10% per annum) $ 1,859,866 I-E Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 9,379,871 Oil and liquids (Bbls) 318,570 Net present value (discounted at 10% per annum) $10,462,577 I-F Partnership: - --------------- Estimated proved reserves: Gas (Mcf) 3,035,177 Oil and liquids (Bbls) 149,517 Net present value (discounted at 10% per annum) $ 3,233,894 - ---------- (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. 18 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, 1998 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) 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 Mid-Gulf Coast Basin is located in southern Alabama and Mississippi, while the Permian Basin straddles west Texas and southeast New Mexico. 19 Significant Properties as of December 31, 1998 ---------------------------------------------- Wells Operated by Affiliates Oil Gas Gross Net Other Total ------------ Reserves Reserves Present Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value - ------------------ ------ ------- ------- ------ ------ -------- ---------- ---------- ------- I-B Partnership: Mid-Gulf Coast 8 .19 - 8 - -% 3,275 647,187 $ 560,292 Permian 63 2.43 9 72 2 3% 2,410 312,743 241,534 I-C Partnership: Anadarko 7 3.60 - 7 6 86% 11,612 387,780 $ 299,748 Gulf Coast 6 .10 3 9 - -% 4,131 60,345 110,558 Mid-Gulf Coast 8 .03 - 8 - -% 610 121,151 107,851 I-D Partnership: Anadarko 76 2.02 34 110 20 18% 9,971 925,872 $ 930,119 Permian 408 .66 1 409 - -% 21,080 510,530 662,484 I-E Partnership: Anadarko 92 10.72 35 127 24 19% 51,576 4,209,115 $4,203,863 Permian 419 4.26 1 420 6 1% 101,051 2,978,417 3,818,841 Gulf Coast 236 9.97 - 236 - -% 104,838 1,058,720 1,321,424 I-F Partnership: Anadarko 92 4.87 35 127 24 19% 22,990 1,837,411 $1,830,707 Gulf Coast 236 3.55 - 236 - -% 37,072 459,762 554,935 - --------------------- (1) Wells in which only a non-working (e.g. royalty) interest is owned. 20 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 1998. PART II. ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS As of February 1, 1999, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows: Number of Number of Limited Partnership Units Partners ----------- --------- ------------ I-B 11,958 791 I-C 8,885 758 I-D 7,195 746 I-E 41,839 2,809 I-F 14,321 903 Units were initially sold for a price of $1,000. The Units are not traded on any exchange and there is no public trading 21 market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner. Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purpose of this Annual Report, a Unit represents an initial subscription of $1,000 to a Partnership. Repurchase Offer Prices ----------------------- 1997 1998 1999 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-B $ 50 $ 49 $ 46 $ 44 $ 38 $ 50 $ 48 $ 44 $ 43 I-C 13 94 79 79 63 83 79 74 71 I-D 94 210 177 155 122 193 157 122 104 I-E 141 183 166 151 134 181 157 137 137 I-F 127 180 163 148 133 168 152 135 135 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. 22 Right of Presentment Prices --------------------------- 1997 1998 1999 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-B $ 55 $ 52 $ 48 $ 46 $ 42 $ 51 $ 49 $ 46 $ 46 I-C 45 120 94 94 83 89 86 83 80 I-D 153 267 206 191 168 208 183 158 145 I-E 173 212 178 168 156 187 170 156 156 I-F 159 209 176 166 155 176 165 153 153 In addition to the repurchase offer and Right of Presentment described above, the Partnerships have been subject to "4.9% tender offers" from several third parties during 1997 and 1998. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers. Cash Distributions Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners. The following is a summary of cash distributions paid to the Limited Partners during 1997 and 1998 and the first quarter of 1999: 23 Cash Distributions ------------------ 1997 --------------------------------------------- 1st 2nd 3rd 4th P/ship Qtr.(1) Qtr.(2) Qtr.(1) Qtr.(3) ------ --------- ------- -------- --------- I-B $ .84 $ 3.60 $ 3.26 $ 1.84 I-C 24.54 22.29 14.29 - I-D 43.50 54.48 35.52 21.68 I-E 18.71 31.43 17.23 15.32 I-F 20.11 30.10 17.18 14.52 1998 1999 --------------------------------------------- --------- 1st 2nd 3rd 4th 1st P/ship Qtr.(3) Qtr.(4) Qtr.(4) Qtr. Qtr. ------ -------- -------- --------- --------- --------- I-B $ 6.10 $ 2.76 $ 2.34 $ 4.10 $ 1.09 I-C 15.87 12.27 4.73 4.28 3.71 I-D 33.22 47.67 35.72 35.44 18.07 I-E 16.92 32.34 24.14 20.58 - I-F 14.66 37.71 16.41 16.69 - - -------------------------- (1) Amount of cash distribution for the I-C, I-D, I-E, and I-F Partnerships includes proceeds from the sale of certain oil and gas properties. (2) Amount of cash distribution for the I-C Partnership includes proceeds from the sale of certain oil and gas properties. (3) Amount of cash distribution includes proceeds from the sale of certain oil and gas properties. (4) Amount of cash distribution for the I-D, I-E, and I-F Partnerships includes proceeds from the sale of certain oil and gas properties. 24 ITEM 6. SELECTED FINANCIAL DATA The following tables present selected financial data for the Partnerships. This data should be read in conjunction with the financial statements of the Partnerships, and the respective notes thereto, included elsewhere in this Annual Report. See "Item 8. Financial Statements and Supplementary Data." 25 Selected Financial Data I-B Partnership --------------- 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $241,164 $358,282 $364,052 $254,050 $ 453,021 Net Income (Loss): Limited Partners 13,681 81,083 99,324 ( 376,689) ( 53,126) General Partner 2,834 7,989 7,877 ( 1,776) 9,616 Total 16,515 89,072 107,201 ( 378,465) ( 43,510) Limited Partners' Net Income (Loss) per Unit 1.14 6.78 8.31 ( 31.50) ( 4.44) Limited Partners' Cash Distributions per Unit 15.30 9.54 6.53 11.12 20.82 Total Assets 395,801 556,816 609,137 648,040 1,126,318 Partners' Capital (Deficit): Limited Partner 456,037 625,356 658,273 636,949 1,146,638 General Partner ( 107,999) ( 103,542) ( 102,526) ( 104,724) ( 95,948) Number of Units Outstanding 11,958 11,958 11,958 11,958 11,958 26 Selected Financial Data I-C Partnership --------------- 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $467,230 $951,678 $1,181,096 $808,435 $1,042,630 Net Income (loss): Limited Partners ( 7,583) 471,807 699,745 118,612 321,969 General Partner 6,137 27,253 38,944 20,456 27,850 Total ( 1,446) 499,060 738,689 139,068 349,819 Limited Partners' Net Income (loss) per Unit ( .85) 53.10 78.76 13.35 36.24 Limited Partners' Cash Distributions per Unit 37.15 61.12 74.62 48.96 61.34 Total Assets 359,321 717,731 781,470 780,070 1,096,208 Partners' Capital (Deficit): Limited Partners 428,913 766,496 837,689 800,944 1,117,332 General Partner ( 96,039) ( 89,189) ( 85,499) ( 66,308) ( 63,764) Number of Units Outstanding 8,885 8,885 8,885 8,885 8,885 27 Selected Financial Data I-D Partnership --------------- 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $1,061,235 $1,545,097 $1,812,568 $1,237,419 $1,738,315 Net Income: Limited Partners 762,614 845,470 1,114,924 516,300 780,423 General Partner 148,669 173,924 219,180 135,487 193,738 Total 911,283 1,019,394 1,334,104 651,787 974,161 Limited Partners' Net Income per Unit 105.99 117.51 154.96 71.76 108.47 Limited Partners' Cash Distributions per Unit 152.05 155.18 143.86 100.77 139.69 Total Assets 973,693 1,349,059 1,605,063 1,594,441 1,833,702 Partners' Capital (Deficit): Limited Partners 959,607 1,290,993 1,540,523 1,460,599 1,669,299 General Partner ( 53,161) ( 27,560) ( 4,248) 17,993 9,506 Number of Units Outstanding 7,195 7,195 7,195 7,195 7,195 28 Selected Financial Data I-E Partnership --------------- 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $4,611,235 $6,004,252 $6,006,431 $4,777,881 $ 6,455,258 Net Income: Limited Partners 1,929,509 2,342,934 2,660,067 316,558 1,400,859 General Partner 548,239 568,504 602,481 368,023 369,587 Total 2,477,748 2,911,438 3,262,548 684,581 1,770,446 Limited Partners' Net Income per Unit 46.12 56.00 63.58 7.57 33.48 Limited Partners' Cash Distributions per Unit 93.98 82.69 68.19 51.15 73.03 Total Assets 5,425,656 7,486,793 8,572,514 8,957,340 11,037,156 Partners' Capital (Deficit): Limited Partners 5,180,972 7,183,463 8,300,529 8,493,462 10,316,904 General Partner ( 232,100) ( 228,434) ( 113,140) ( 54,687) ( 115,710) Number of Units Outstanding 41,839 41,839 41,839 41,839 41,839 29 Selected Financial Data I-F Partnership --------------- 1998 1997 1996 1995 1994 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $1,442,718 $2,021,805 $2,121,336 $1,762,969 $2,402,053 Net Income: Limited Partners 212,910 737,319 883,367 37,379 540,094 General Partner 140,360 183,677 198,724 117,455 138,915 Total 353,270 920,996 1,082,091 154,834 679,009 Limited Partners' Net Income per Unit 14.87 51.49 61.68 2.61 37.71 Limited Partners' Cash Distributions per Unit 85.47 81.91 67.10 55.51 71.91 Total Assets 1,858,973 2,566,820 2,982,983 3,124,394 3,878,707 Partners' Capital (Deficit): Limited Partners 1,398,889 2,409,979 2,845,660 2,923,293 3,680,914 General Partner ( 94,547) ( 59,811) ( 59,110) ( 25,679) ( 33,134) Number of Units Outstanding 14,321 14,321 14,321 14,321 14,321 30 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 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 a number of years. For the past ten years, such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas prices are currently in the lower half of the 10-year average range described above. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $2.32 per Mcf at December 31, 1997 to approximately $1.93 per Mcf at December 31, 1998. Such prices 31 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. Continued very low oil prices as discussed below may cause downward pressure on gas prices due to some users of gas converting to oil as a cheaper fuel alternative. For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range. Due to global consumption and supply trends over the last year as well as a drop in Asian energy demand, oil prices over the past year have reached historically low levels, dropping to as low as approximately $9.25 per barrel. It is not known whether this trend will continue. Prices for the Partnerships' oil decreased from approximately $16.25 per barrel at December 31, 1997 to approximately $9.50 per barrel at December 31, 1998. Future prices for both oil and gas will likely be different from (and may be lower than) the prices in effect on December 31, 1998. 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 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 32 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, 1998 as compared to the year ended December 31, 1997 and for the year ended December 31, 1997 as compared to the year ended December 31, 1996. I-B Partnership --------------- Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 ------------------------------------- Total oil and gas sales decreased $117,118 (32.7%) in 1998 as compared to 1997. Of this decrease, approximately $18,000 and $34,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $9,000 and $56,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 933 barrels and 14,274 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil sold resulted primarily from (i) the sale of one significant well in 1997, (ii) prior period volume adjustments made by the purchaser during 1998 on one significant well, and (iii) normal declines in production. The decrease in volumes of gas sold resulted primarily from (i) the sale of two significant wells in 1997, (ii) normal declines in production, and (iii) the shutting-in of one significant well during 1998 due to mechanical problems. Average oil and gas prices decreased to $12.43 per barrel and $1.94 per Mcf, respectively, in 1998 from $18.99 per barrel and $2.43 per Mcf, respectively, in 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $15,540 (11.4%) 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. As a percentage of oil and gas sales, these expenses increased to 50.1% in 1998 from 38.0% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. 33 Depreciation, depletion, and amortization of oil and gas properties decreased $17,748 (25.5%) in 1998 as compared to 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1998. These decreases were partially offset by (i) downward revisions in the estimates of remaining oil reserves at December 31, 1998 and (ii) one significant well being fully depleted in 1998 due to the lack of remaining oil and gas reserves. As a percentage of oil and gas sales, this expense increased to 21.5% in 1998 from 19.5% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The I-B Partnership recognized a non-cash charge against earnings of $19,726 in the first quarter of 1997. Of this amount, $17,233 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $2,493 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-B Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charge was necessary in 1998. General and administrative expenses decreased $9,000 (14.5%) in 1998 as compared to 1997. This decrease was primarily due to a reduction in general and administrative overhead charged by the General Partner as limited by the I-B Partnership's Partnership Agreement. As a percentage of oil and gas sales, these expenses increased to 22.1% in 1998 from 17.4% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales, partially offset by the dollar decrease in general and administrative expenses. The Limited Partners have received cash distributions through December 31, 1998 totaling $6,727,527 or 56.26% of the Limited Partners' capital contributions. Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 ------------------------------------- Total oil and gas sales remained relatively constant in 1997 as compared to 1996. Any decrease in oil and gas sales caused by decreases of approximately $44,000 and $5,000, respectively, related to decreases in volumes of gas sold and the average price of oil sold was substantially offset by an increase of approximately $43,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 20 barrels and 20,767 Mcf, respectively, in 1997 as compared to 1996. Average oil prices decreased to $18.99 per barrel in 1997 from 34 $21.14 per barrel in 1996. Average gas prices increased to $2.43 per Mcf in 1997 from $2.10 per Mcf in 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $4,965 (3.8%) in 1997 as compared to 1996. This increase resulted primarily from recompletion expenses incurred on one well during 1997, partially offset by the decrease in volumes of gas sold in 1997. As a percentage of oil and gas sales, these expenses increased to 38.0% in 1997 from 36.1% in 1996. This percentage increase was primarily due to the fixed nature of certain lease operating expenses. Depreciation, depletion, and amortization of oil and gas properties increased $6,363 (10.0%) in 1997 as compared to 1996. This increase resulted primarily from a downward revision in the estimate of remaining gas reserves at December 31, 1997, partially offset by the decrease in volumes of oil and gas sold in 1997. As a percentage of oil and gas sales, this expense increased to 19.5% in 1997 from 17.4% in 1996. This percentage increase was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above. The I-B Partnership recognized a non-cash charge against earnings of $19,726 in the first quarter of 1997. Of this amount, $17,233 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $2,493 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it is unlikely that such properties would be developed due to low oil and gas prices and provisions in the I-B Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary in 1996. General and administrative expenses remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 17.4% in 1997 and 17.3% in 1996. I-C Partnership --------------- Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 ------------------------------------- Total oil and gas sales decreased $484,448 (50.9%) in 1998 as compared to 1997. Of this decrease, approximately $205,000 and $145,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $94,000 and $41,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 10,953 35 barrels and 53,434 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production and (ii) the sale of one significant well in 1997. The decrease in volumes of gas sold resulted primarily from normal declines in production. Average oil and gas prices decreased to $12.06 per barrel and $2.38 per Mcf, respectively, in 1998 from $18.68 per barrel and $2.71 per Mcf, respectively, in 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $83,603 (26.8%) 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 in 1997 in order to improve the recovery of reserves. These decreases were partially offset by repair and maintenance expenses on several wells during 1998. As a percentage of oil and gas sales, these expenses increased to 48.8% in 1998 from 32.8% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold and the repair and maintenance expenses in 1998. Depreciation, depletion, and amortization of oil and gas properties increased $100,410 (173.0%) in 1998 as compared to 1997. This increase was primarily due to a downward revision in the estimate of remaining oil and gas reserves on two significant wells in 1998, 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 33.9% in 1998 from 6.1% in 1997. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization and the decreases in the average prices of oil and gas sold. The I-C Partnership recognized a non-cash charge against earnings of $4,679 in the first quarter of 1997 primarily related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997. No similar charge was necessary in 1998. General and administrative expenses decreased $20,515 (19.3%) in 1998 as compared to 1997. This decrease was primarily due to a reduction in general and administrative overhead charged by the General Partner as limited by the I-C Partnership's Partnership Agreement. As a percentage of oil and gas sales, these expenses increased to 18.4% in 1998 from 11.2% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales, partially offset by the dollar decrease in general and administrative expenses. The Limited Partners have received cash distribution through December 31, 1998 totaling $8,211,300 or 92.42% of the Limited Partners' capital contributions. 36 Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 ------------------------------------- Total oil and gas sales decreased $229,418 (19.4%) in 1997 as compared to 1996. Of this decrease, approximately $49,000 and $134,000, respectively, related to decreases in volumes of oil and gas sold and approximately $36,000 and $9,000, respectively, related to decreases in the average price of oil and gas sold. Volumes of oil and gas sold decreased 2,415 barrels and 48,640 Mcf, respectively, in 1997 as compared to 1996. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production and (ii) a positive prior period volume adjustment made by a purchaser on one significant well in 1996. Average prices of oil and gas sold decreased to $18.68 per barrel and $2.71 per Mcf, respectively, in 1997 from $20.13 per barrel and $2.76 per Mcf, respectively in 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $70,043 (29.0%) in 1997 as compared to 1996. This increase resulted primarily from workover expenses incurred on three significant wells in 1997 in order to improve the recovery of reserves, which increase was partially offset by (i) the decreases in volumes of oil and gas sold in 1997 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 32.8% in 1997 from 20.5% in 1996. This percentage increase was primarily due to the increase in workover expenses and the decrease in oil and gas sales in 1997. Depreciation, depletion, and amortization of oil and gas properties remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, this expense increased to 6.1% in 1997 from 4.9% in 1996. This percentage increase was primarily due to the decrease in the average price of gas sold in 1997. Capital expenditures incurred by the I-C Partnership increased $99,534 in 1997 as compared to 1996. This increase resulted primarily from the recompletion in 1997 of the Ratzlaff No. 2 well located in Major County, Oklahoma. The I-C Partnership has a 100% well interest in the Ratzlaff No. 2 well. The I-C Partnership recognized a non-cash charge against earnings of $4,679 in the first quarter of 1997 primarily related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997. No similar charge was necessary in 1996. 37 General and administrative expenses remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, these expenses increased to 11.2% in 1997 from 9.1% in 1996. This percentage increase resulted from the decrease in oil and gas sales discussed above. I-D Partnership --------------- 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 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. 38 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. The Limited Partners have received cash distributions through December 31, 1998 totaling $14,008,175 or 194.70% of the Limited Partners' capital contributions. Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 ------------------------------------- Total oil and gas sales decreased $267,471 (14.8%) in 1997 as compared to 1996. Of this decrease, approximately $51,000 and $161,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $23,000 and $31,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,531 barrels and 67,544 Mcf, respectively, in 1997 as compared to 1996. The decreases in volumes of oil and gas sold resulted primarily from the shutting-in of two significant wells due to workovers during 1997. Average oil and gas prices decreased to $18.96 per barrel and $2.33 per Mcf, respectively, in 1997 from $20.16 per barrel and $2.39 per Mcf, respectively, in 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $3,502 (1.2%) in 1997 as compared to 1996. This increase resulted primarily from workover expenses incurred on two significant wells during 1997 in order to improve the recovery of reserves, which increase was partially offset by (i) the decreases in volumes of oil and gas sold in 1997 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 19.1% in 1997 from 16.0% in 39 1996. This percentage increase was primarily due to the decrease in the average price of oil and gas sold in 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $35,605 (24.0%) in 1997 as compared to 1996. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold in 1997 and (ii) an upward revision in the estimate of remaining oil reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 7.3% in 1997 from 8.2% in 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. 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 is 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 1996. General and administrative expenses remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 5.9% in 1997 and 5.1% in 1996. I-E Partnership --------------- 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 40 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. 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 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. The Limited Partners have received cash distributions through December 31, 1998 totaling $53,668,552 or 128.27% of the Limited Partners' capital contributions. 41 Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 ------------------------------------- Total oil and gas sales remained relatively constant in 1997 as compared to 1996. Decreases of approximately $138,000 and $77,000, respectively, related to decreases in volumes of gas sold and the average price of oil sold were substantially offset by increases of approximately $132,000 and $86,000, respectively, related to increases in volumes of oil sold and the average price of gas sold. Volumes of oil sold increased 6,650 barrels while volumes of gas sold decreased 66,378 Mcf in 1997 as compared to 1996. Average oil prices decreased to $18.84 per barrel in 1997 from $19.83 per barrel in 1996. Average gas prices increased to $2.12 per Mcf in 1997 from $2.08 per Mcf in 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $64,831 (3.8%) in 1997 as compared to 1996. This increase resulted primarily from workover or recompletion expenses incurred on four significant wells during 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 29.5% in 1997 from 28.4% in 1996. This percentage increase was primarily due to the dollar increase in oil and gas production expenses and the decrease in the average price of oil sold in 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $112,826 (13.4%) in 1997 as compared to 1996. This decrease resulted primarily from upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 12.1% in 1997 from 14.0% in 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization and the increase in the average price gas sold in 1997. The I-E Partnership recognized a non-cash charge against earnings of $291,690 in the first quarter of 1997. 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 is 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. No similar charges were necessary in 1996. General and administrative expenses remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.8% in both 1997 and 1996. 42 I-F Partnership --------------- 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 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 43 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. 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. The Limited Partners have received cash distributions through December 31, 1998 totaling $17,986,664 or 125.60% of the Limited Partners' capital contributions. Year Ended December 31, 1997 Compared to Year Ended December 31, 1996 ------------------------------------- Total oil and gas sales decreased $99,531 (4.7%) in 1997 as compared to 1996. Of this decrease, approximately $177,000 was related to a decrease in volumes of gas sold and $36,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by increases of approximately $62,000 related to an increase in volumes of oil sold and $51,000 related to an increase in the average price of gas sold. Volumes of oil sold increased 3,148 barrels in 1997 as compared to 1996 while volumes of gas sold decreased 81,591 Mcf in 1997 as compared to 1996. Average oil prices decreased to $18.85 per barrel in 1997 from $19.79 per barrel in 1996. Average gas prices increased to $2.26 per Mcf in 1997 from $2.17 per Mcf in 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $74,592 (9.8%) in 1997 as compared to 1996. This decrease resulted primarily from (i) the decrease in volumes of gas sold in 1997 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 decreased to 33.8% in 1997 from 35.8% in 1996. This percentage decrease was primarily due to the decrease in oil and gas production expenses and the increase in the average price of gas sold in 1997. 44 Depreciation, depletion, and amortization of oil and gas properties decreased $13,158 (4.9%) in 1997 as compared to 1996. This decrease resulted primarily from (i) the decrease in volumes of gas sold in 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense remained constant in 1997 as compared to 1996. The I-F Partnership recognized a non-cash charge against earnings of $114,631 in the first quarter of 1997. 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 $93,723 was related to the writing off of unproved properties. These unproved properties were written off based on the General Partner's determination that it is unlikely that such properties would be developed due to low oil and gas prices and provisions in the I-F Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary in 1996. General and administrative expenses remained relatively constant in 1997 as compared to 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.9% in 1997 and 8.6% in 1996. Average Sales Prices, Production Volumes and Average Production Costs The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 1998, 1997, and 1996. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above. 45 1998 Compared to 1997 --------------------- Average Sales Prices - --------------------------------------------------------------------------- P/ship 1998 1997 % Change - ------ ------------------ ------------------ ----------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ----- I-B $12.43 $ 1.94 $18.99 $2.43 (35%) (20%) I-C 12.06 2.38 18.68 2.71 (35%) (12%) 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-B 1,344 115,502 2,277 129,776 (41%) (11%) I-C 14,169 124,746 25,122 178,180 (44%) (30%) 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-B $5.86 $5.70 3% I-C 6.53 5.69 15% I-D 2.69 2.84 ( 5%) I-E 3.76 4.08 ( 8%) I-F 5.64 5.11 10% 46 1997 Compared to 1996 --------------------- Average Sales Prices - ---------------------------------------------------------------------------- P/ship 1997 1996 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ------ I-B $18.99 $2.43 $21.14 $2.10 (10%) 16% I-C 18.68 2.71 20.13 2.76 ( 7%) ( 2%) I-D 18.96 2.33 20.16 2.39 ( 6%) ( 3%) I-E 18.84 2.12 19.83 2.08 ( 5%) 2% I-F 18.85 2.26 19.79 2.17 ( 5%) 4% Production Volumes - ---------------------------------------------------------------------------- P/ship 1997 1996 % Change - -------- -------------------- --------------------- --------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------- --------- ------ ----- I-B 2,277 129,776 2,297 150,543 ( 1%) (14%) I-C 25,122 178,180 27,537 226,820 ( 9%) (21%) I-D 18,760 510,113 21,291 577,657 (12%) (12%) I-E 77,648 2,139,704 70,998 2,206,082 9% ( 3%) I-F 38,725 571,101 35,577 652,692 9% (13%) Average Production Costs per Equivalent Barrel of Oil -------------------------------------- P/ship 1997 1996 % Change ------ ----- ----- -------- I-B $5.70 $4.80 19% I-C 5.69 3.70 54% I-D 2.84 2.47 15% I-E 4.08 3.89 5% I-F 5.11 5.25 ( 3%) 47 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 1998 production levels for future years, the Partnerships' proved reserve quantities at December 31, 1998 would have the following remaining lives: Partnership Gas-Years Oil-Years ----------- --------- --------- I-B 8.9 5.5 I-C 5.0 1.2 I-D 3.6 3.4 I-E 4.7 5.0 I-F 5.7 5.0 The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties. The I-C Partnership incurred capital expenditures of $100,573 in 1997 primarily related to the recompletion of the Ratzlaff No. 2 well located in Major County, Oklahoma. The I-C Partnership has a 100% working interest in the Ratzlaff No. 2 well. During 1998, the third party operator of the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana charged the I-E and I-F Partnerships for capital expenditures of $768,063 and $537,644, respectively. These costs were allegedly incurred by the operator in drilling this well 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. For financial reporting purposes, these charges have been recorded as capital costs. 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 1997 and 1998. 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 48 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 1998 and 1997 were as follows: Partnership 1998 1997 ----------- ---------- -------- I-B $ - $ 21,848 I-C 1,732 45,422 I-D 272,824 25,350 I-E 1,265,357 156,744 I-F 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. 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 will terminate 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. As of the date of this Annual Report the General Partner currently intends to extend the term of the I-D, I-E, and I-F Partnerships for the first two year extension period. With respect to the I-B and I-C Partnerships, it is the General Partner's current intent to let these Partnerships terminate on December 31, 1999 pursuant to the terms of their Partnership Agreements. The General Partner will, however, over the next several months evaluate all of the Partnerships' operations and then make a final determination as to whether to extend any of their terms. 49 It is anticipated that a final decision will be made during the fourth quarter of 1999. In the event any of the Partnerships are terminated pursuant to the Partnership Agreements, the Partnership's dissolution shall be effective on December 31, 1999. Pursuant to the terms of the Partnership Agreement, the dissolved Partnership would then be liquidated. The liquidation procedures under the Partnership Agreements provide that the General Partner shall sell the Partnership's properties and, in connection therewith, attempt to obtain the best price available for such properties. Pending such sales, the General Partner will continue to manage the Partnership's properties. It is anticipated that in the event of termination, the Partnership's properties would be sold through an auction process or negotiated transactions during the first half of 2000. Gain or loss realized on the sale of a dissolved Partnership's assets will be credited to (in the case of gain) or charged against (in the case of loss) each Partner's capital account to the extent allocable under the Partnership Agreement. In settling the Partners' accounts upon dissolution, the assets of the Partnership shall be paid out as follows: (i) to third party creditors; (ii) to the General Partner for any expenses of the Partnership paid by or payable to it to the extent it is entitled to reimbursement under the Partnership Agreement; (iii) to all of the Limited Partners in the amount equivalent to the amount of their positive capital account balances (as adjusted pursuant to the Partnership Agreement) on the date of distribution; (iv) to the General Partner in the amount equivalent to the amount of its positive capital account balance (as adjusted) on the date of distribution; and (v) the balance shall be paid to the Limited Partners and General Partner in the same percentage interests as cash distributions are payable under the Partnership Agreement. In addition, in the event that, following the final distribution, the General Partner has a deficit balance in its capital account balance, it shall contribute cash to the Partnership necessary to eliminate the deficit balance, which amount would be distributed to the other Partners to the extent of their remaining positive capital account balances. 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 1998. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as 50 inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History." Year 2000 In General The Year 2000 Issue ("Y2K") 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. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson, and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party exposures. As discussed below, the General Partner does not believe that these risks will be material to the Partnerships' operations. The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. The Partnerships rely on Samson to provide all of its operational and administrative services on either a direct or indirect basis. Samson is addressing each of the three Y2K areas discussed above through a readiness process that seeks to: 1. increase the awareness of the issue among key employees; 2. identify areas of potential risk; 3. assess the relative impact of these risks and Samson's ability to manage them; and 4. remediate these risks on a priority basis wherever possible. Samson Investment Company's Chief Financial Officer is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He 51 has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of February 1, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: Financial and Administrative Systems 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and software, desktop computing hardware and software, telecommunications, and office space readiness. 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. Substantially all of the Y2K upgrades have been completed, with the remainder scheduled to be completed during the 1st quarter of 1999. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network and desktop software applications and believes them to be generally Y2K compliant. Additional patches or software upgrades will be applied no later than March 31, 1999 to complete this process. The costs of all such risk assessments and remediation are not expected to be material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson will consider in the second half of 1999 its options with respect to contingency arrangements for temporary staffing to accommodate such situations. 52 Imbedded Systems 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these are in the process of being tested by the respective vendors and are expected to be Y2K compliant or replaced no later than May 30, 1999. Oil and gas production related to such equipment is very minor with respect to the entire Samson group, and, in fact, the Partnerships' production may not use such equipment at all. Office machines are currently being tested by Samson and vendors. It is expected that such machines will be made compliant or replaced no later than March 31, 1999. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications that may have a Y2K problem. None of these applications are believed to be material to Samson or the Partnerships. Once identified, assessed and prioritized, Samson intends to test and upgrade imbedded components and systems in field process control units deemed to pose the greatest risk of significant non-compliance and capable of testing. Samson believes that sufficient manual processes are available to minimize any such field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. 53 Third Party Exposures 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, the General Partner believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. 4. Remediation. Where Samson perceives significant risk of Y2K non-compliance that may have a material impact on it, and where the relationship between Samson and a vendor, customer, or business partner permits, joint testing may be undertaken during 1999 to further identify these risks. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. 54 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 46 President and Director Judy K. Fox 47 Secretary The director will hold office until the next annual meeting of shareholders of Geodyne and until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors. Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc. 55 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 1998 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. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership for 1998, 1997, and 1996 is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amount charged to the Partnerships have not fluctuated every year due to expense limitations imposed by the Partnership Agreements. Partnership 1998 1997 1996 ----------- -------- -------- -------- I-B $ 38,438 $ 45,252 $ 45,252 I-C 74,761 93,058 93,550 I-D 79,944 79,944 79,944 I-E 464,880 464,880 464,880 I-F 159,120 159,120 159,120 None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, 56 officers, and employees of the General Partner and its affiliates during 1998, 1997, and 1996: 57 Salary Reimbursement I-B Partnership --------------- Three Years Ended December 31, 1998 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(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- --------- -------- ------- C. Philip Tholen, President, Chief Executive Officer(1)(2) 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - 1997 - - - - - - - 1998 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1996 $26,472 - - - - - - 1997 $27,034 - - - - - - 1998 $26,780 - - - - - - - ---------- (1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996. (2) The general and administrative expenses paid by the I-B Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Geodyne on July 1, 1996. (4) No officer or director of Geodyne or its affiliates provides full-time services to the I-B Partnership and no individual's salary or other compensation reimbursement from the I-B Partnership equals or exceeds $100,000 per annum. 58 Salary Reimbursement I-C Partnership --------------- Three Years Ended December 31, 1998 Long Term Compensation ------------------------------------ Annual Compensation Awards Payouts ---------------------------- ----------------------- ---------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- --------- -------- ------- C. Philip Tholen, President, Chief Executive Officer(1)(2) 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - 1997 - - - - - - - 1998 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1996 $54,727 - - - - - - 1997 $55,593 - - - - - - 1998 $55,350 - - - - - - - ---------- (1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996. (2) The general and administrative expenses paid by the I-C Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Geodyne on July 1, 1996. (4) No officer or director of Geodyne or its affiliates provides full-time services to the I-C Partnership and no individual's salary or other compensation reimbursement from the I-C Partnership equals or exceeds $100,000 per annum. 59 Salary Reimbursement I-D Partnership --------------- Three Years Ended December 31, 1998 Long Term Compensation ------------------------------------ Annual Compensation Awards Payouts ---------------------------- ----------------------- ---------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- --------- -------- ------- C. Philip Tholen, President, Chief Executive Officer(1)(2) 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - 1997 - - - - - - - 1998 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1996 $46,767 - - - - - - 1997 $47,759 - - - - - - 1998 $47,311 - - - - - - - ---------- (1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996. (2) The general and administrative expenses paid by the I-D Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Geodyne on July 1, 1996. (4) No officer or director of Geodyne or its affiliates provides full-time services to the I-D Partnership and no individual's salary or other compensation reimbursement from the I-D Partnership equals or exceeds $100,000 per annum. 60 Salary Reimbursement I-E Partnership --------------- Three Years Ended December 31, 1998 Long Term Compensation ------------------------------------ Annual Compensation Awards Payouts ---------------------------- ----------------------- ---------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- --------- -------- ------ C. Philip Tholen, President, Chief Executive Officer(1)(2) 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - 1997 - - - - - - - 1998 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1996 $271,955 - - - - - - 1997 $277,719 - - - - - - 1998 $275,116 - - - - - - - ---------- (1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996. (2) The general and administrative expenses paid by the I-E Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Geodyne on July 1, 1996. (4) No officer or director of Geodyne or its affiliates provides full-time services to the I-E Partnership and no individual's salary or other compensation reimbursement from the I-E Partnership equals or exceeds $100,000 per annum. 61 Salary Reimbursement I-F Partnership --------------- Three Years Ended December 31, 1998 Long Term Compensation ------------------------------------ Annual Compensation Awards Payouts ---------------------------- ----------------------- ---------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- --------- -------- ------ C. Philip Tholen, President, Chief Executive Officer(1)(2) 1996 - - - - - - - Dennis R. Neill, President(2)(3) 1996 - - - - - - - 1997 - - - - - - - 1998 - - - - - - - All Executive Officers, Directors, and Employees as a group(4) 1996 $93,085 - - - - - - 1997 $95,058 - - - - - - 1998 $94,167 - - - - - - - ---------- (1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996. (2) The general and administrative expenses paid by the I-F Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Tholen or Mr. Neill. (3) Mr. Neill became President of Geodyne on July 1, 1996. (4) No officer or director of Geodyne or its affiliates provides full-time services to the I-F Partnership and no individual's salary or other compensation reimbursement from the I-F Partnership equals or exceeds $100,000 per annum. 62 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, 1999 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-B Partnership: - --------------- Samson Resources Company 3,064 (25.6%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 3,064 (25.6%) 63 I-C Partnership: - --------------- Samson Resources Company 1,038 (11.7%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 1,038 (11.7%) I-D Partnership: - --------------- Samson Resources Company 843 (11.7%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 843 (11.7%) I-E Partnership: - --------------- Samson Resources Company 6,604 (15.8%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 6,604 (15.8%) I-F Partnership: - --------------- Samson Resources Company 2,549 (17.8%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 2,549 (17.8%) 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 64 the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests. The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties. Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the 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. 65 PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements, Financial Statement Schedules, and Exhibits. (1) Financial Statements: The following financial statements for the Geodyne Energy Income Limited Partnership I-B Geodyne Energy Income Limited Partnership I-C Geodyne Energy Income Limited Partnership I-D Geodyne Energy Income Limited Partnership I-E Geodyne Energy Income Limited Partnership I-F as of December 31, 1998 and 1997 and for each of the three years in the period ended December 31, 1998 are filed as part of this report: Report of Independent Accountants Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Partners' Capital (Deficit) Combined Statements of Cash Flows Notes to Combined Financial Statements (2) Financial Statement Schedules: None. (3) Exhibits: 4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the SEC as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference. Partnership Filing Date File No. ----------- ------------ -------- I-B May 23, 1986 0-14657 I-C May 23, 1986 0-14658 I-D May 5, 1987 0-15831 I-E May 5, 1987 0-15832 I-F May 5, 1987 0-15833 66 4.2 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-B, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-C, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. * 23.1 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-B. * 23.2 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-C. 67 * 23.3 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-D. * 23.4 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-E. * 23.5 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-F. * 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-B's financial statements as of December 31, 1998 and for the year ended December 31, 1998. * 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-C's financial statements as of December 31, 1998 and for the year ended December 31, 1998. * 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-D's financial statements as of December 31, 1998 and for the year ended December 31, 1998. * 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-E's financial statements as of December 31, 1998 and for the year ended December 31, 1998. * 27.5 Financial Data Schedule ontaining summary financial information extracted from the Geodyne Energy Income Limited Partnership I-F's financial statements as of December 31, 1998 and for the year ended December 31, 1998. All other Exhibits are omitted as inapplicable. ---------------------- *Filed herewith. 68 (b) Reports on Form 8-K filed during the fourth quarter of 1998: None. 69 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F By: GEODYNE RESOURCES, INC. General Partner February 25, 1999 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 25, 1999 ------------------- Director (Principal Dennis R. Neill Executive Officer) /s/Patrick M. Hall (Principal February 25, 1999 ------------------- Financial and Patrick M. Hall Accounting Officer) /s/Judy K. Fox Secretary February 25, 1999 ------------------- Judy K. Fox 70 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE PRODUCTION PARTNERSHIP I-B 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-B, an Oklahoma limited partnership, and Geodyne Production Partnership I-B, an Oklahoma general partnership, at December 31, 1998 and 1997, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 12, 1999 F-1 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B Combined Balance Sheets December 31, 1998 and 1997 ASSETS ------ 1998 1997 ------------ --------- CURRENT ASSETS: Cash and cash equivalents $ 20,930 $ 77,028 Accounts receivable: Oil and gas sales 18,364 53,389 Accounts receviable - General Partner (Note 1) 6,814 - ------- ------- Total current assets $ 46,108 $130,417 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 275,445 327,137 DEFERRED CHARGE 74,248 99,262 ------- ------- $395,801 $556,816 ======= ======= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 24,273 $ 9,366 Gas imbalance payable - 3,116 ------- ------- Total current liabilities $ 24,273 $ 12,482 ACCRUED LIABILITY $ 23,490 $ 22,520 PARTNERS' CAPITAL (DEFICIT): General Partner ($107,999) ($103,542) Limited Partners, issued and outstanding, 11,958 Units 456,037 625,356 ------- ------- Total Partners' capital $348,038 $521,814 ------- ------- $395,801 $556,816 ======= ======= The accompanying notes are an integral part of these combined financial statements. F-2 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B Combined Statements of Operations For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ---------- ---------- ---------- REVENUES: Oil and gas sales $241,164 $358,282 $364,052 Interest income 1,389 824 327 Gain (loss) on sale of oil and gas properties ( 106) 17,912 598 ------- ------- ------- $242,447 $377,018 $364,977 COSTS AND EXPENSES: Lease operating $106,462 $111,961 $112,778 Production tax 14,298 24,339 18,557 Depreciation, depletion, and amortization of oil and gas properties 51,948 69,696 63,333 Impairment provision - 19,726 - General and administrative 53,224 62,224 63,108 ------- ------- ------- $225,932 $287,946 $257,776 ------- ------- ------- NET INCOME $ 16,515 $ 89,072 $107,201 ======= ======= ======= GENERAL PARTNER - NET INCOME $ 2,834 $ 7,989 $ 7,877 ======= ======= ======= LIMITED PARTNERS - NET INCOME $ 13,681 $ 81,083 $ 99,324 ======= ======= ======= NET INCOME per Unit $ 1.14 $ 6.78 $ 8.31 ======= ======= ======= UNITS OUTSTANDING 11,958 11,958 11,958 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1998, 1997, and 1996 Limited General Partners Partner Total ------------ --------- --------- Balance, Dec. 31, 1995 $636,949 ($104,724) $532,225 Net income 99,324 7,877 107,201 Cash distributions ( 78,000) ( 5,679) ( 83,679) -------- ------- ------- Balance, Dec. 31, 1996 $658,273 ($102,526) $555,747 Net income 81,083 7,989 89,072 Cash distributions ( 114,000) ( 9,005) ( 123,005) ------- ------- ------- Balance, Dec. 31, 1997 $625,356 ($103,542) $521,814 Net income 13,681 2,834 16,515 Cash distributions ( 183,000) ( 7,291) ( 190,291) ------- ------- ------- Balance, Dec. 31, 1998 $456,037 ($107,999) $348,038 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-B Combined Statements of Cash Flows For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 16,515 $ 89,072 $107,201 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 51,948 69,696 63,333 Impairment provision - 19,726 - (Gain) loss on sale of oil and gas properties 106 ( 17,912) ( 598) (Increase) decrease in accounts receivable - oil and gas sales 35,025 1,247 ( 16,183) (Increase) decrease in accounts receivable -General Partner ( 6,814) - 4,074 (Increase) decrease in deferred charge 25,014 22,088 ( 23,072) Increase (decrease) in accounts payable 14,907 ( 7,932) 9,639 Decrease in gas imbalance payable ( 3,116) ( 1,866) ( 69,001) Increase (decrease) in accrued Liability 970 ( 8,590) ( 3,063) ------- ------- ------- Net cash provided by operating activities $134,555 $165,529 $ 72,330 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 362) ($ 1,149) ($ 445) Proceeds from sale of oil and gas properties - 21,848 598 ------- ------- ------- Net cash provided (used) by investing activities ($ 362) $ 20,699 $ 153 ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($190,291) ($123,005) ($ 83,679) ------- ------- ------- Net cash used by financing activities ($190,291) ($123,005) ($ 83,679) ------- ------- ------- F-5 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 56,098) $ 63,223 ($ 11,196) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 77,028 13,805 25,001 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 20,930 $ 77,028 $ 13,805 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-6 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE PRODUCTION PARTNERSHIP I-C 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-C, an Oklahoma limited partnership, and Geodyne Production Partnership I-C, an Oklahoma general partnership, at December 31, 1998 and 1997, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 12, 1999 F-7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C Combined Balance Sheets December 31, 1998 and 1997 ASSETS ------ 1998 1997 --------- --------- CURRENT ASSETS: Cash and cash equivalents $ 33,065 $141,699 Accounts receivable: Oil and gas sales 51,790 130,355 General Partner (Note 1) 18,767 - ------- ------- Total current assets $103,622 $272,054 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 175,640 334,734 DEFERRED CHARGE 80,059 110,943 ------- ------- $359,321 $717,731 ======= ======= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 13,520 $ 22,321 ACCRUED LIABILITY $ 12,927 $ 18,103 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 96,039) ($ 89,189) Limited Partners, issued and outstanding, 8,885 Units 428,913 766,496 ------- ------- Total Partners' capital $332,874 $677,307 ------- ------- $359,321 $717,731 ======= ======= The accompanying notes are an integral part of these combined financial statements. F-8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C Combined Statements of Operations For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 -------- -------- --------- REVENUES: Oil and gas sales $467,230 $951,678 $1,181,096 Interest income 2,583 3,737 6,501 Gain (loss)on sale of oil and gas properties 1,096 24,387 ( 41,696) ------- ------- --------- $470,909 $979,802 $1,145,901 COSTS AND EXPENSES: Lease operating $198,900 $249,590 $ 172,009 Production tax 29,238 62,151 69,689 Depreciation, depletion, and amortization of oil and gas properties 158,458 58,048 58,370 Impairment provision - 4,679 - General and administrative 85,759 106,274 107,144 ------- ------- ---------- $472,355 $480,742 $ 407,212 ------- ------- --------- NET INCOME (LOSS) ($ 1,446) $499,060 $ 738,689 ======= ======= ========= GENERAL PARTNER - NET INCOME $ 6,137 $ 27,253 $ 38,944 ======= ======= ========= LIMITED PARTNERS - NET INCOME (LOSS) ($ 7,583) $471,807 $ 699,745 ======= ======= ========= NET INCOME (LOSS) per Unit ($ .85) $ 53.10 $ 78.76 ======= ======= ========= UNITS OUTSTANDING 8,885 8,885 8,885 ======= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1998, 1997, and 1996 Limited General Partners Partner Total ------------ --------- ------------ Balance, Dec. 31, 1995 $800,944 ($66,308) $734,636 Net income 699,745 38,944 738,689 Cash distributions ( 663,000) ( 58,135) ( 721,135) ------- ------ ------- Balance, Dec. 31, 1996 $837,689 ($85,499) $752,190 Net income 471,807 27,253 499,060 Cash distributions ( 543,000) ( 30,943) ( 573,943) ------- ------ ------- Balance, Dec. 31, 1997 $766,496 ($89,189) $677,307 Net income (loss) ( 7,583) 6,137 ( 1,446) Cash distributions ( 330,000) ( 12,987) ( 342,987) ------- ------ ------- Balance, Dec. 31, 1998 $428,913 ($96,039) $332,874 ======= ====== ======= The accompanying notes are an integral part of these combined financial statements. F-10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-C Combined Statements of Cash Flows For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 1,446) $499,060 $738,689 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 158,458 58,048 58,370 Impairment provision - 4,679 - (Gain) loss on sale of oil and gas properties ( 1,096) ( 24,387) 41,696 (Increase) decrease in accounts receivable - oil and gas sales 78,565 32,951 ( 1,734) (Increase) decrease in accounts receivable - General Partner ( 18,767) 14,922 3,182 (Increase) decrease in deferred charge 30,884 ( 44,061) ( 27,425) Increase (decrease) in accounts payable ( 8,801) 5,427 113 Decrease in gas imbalance payable - - ( 13,021) Increase (decrease) in accrued liability ( 5,176) 5,717 ( 3,246) ------- ------- ------- Net cash provided by operating activities $232,621 $552,356 $796,624 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($100,573) ($ 1,039) Proceeds from sale of oil and gas properties 1,732 45,422 28,172 ------- ------- ------- Net cash provided (used) by investing activities $ 1,732 ($ 55,151) $ 27,133 ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($342,987) ($573,943) ($721,135) ------- ------- ------- Net cash used by financing activities ($342,987) ($573,943) ($721,135) ------- ------- ------- F-11 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($108,634) ($ 76,738) $102,622 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 141,699 218,437 115,815 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 33,065 $141,699 $218,437 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-12 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE PRODUCTION PARTNERSHIP I-D 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, 1998 and 1997, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 12, 1999 F-13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Balance Sheets December 31, 1998 and 1997 ASSETS ------ 1998 1997 ----------- ---------- CURRENT ASSETS: Cash and cash equivalents $167,361 $ 274,109 Accounts receivable: Oil and gas sales 134,477 256,001 ------- --------- Total current assets $301,838 $ 530,110 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 605,793 714,156 DEFERRED CHARGE 66,062 104,793 ------- --------- $973,693 $1,349,059 ======= ========= LIABILITIES AND PARTNERS' CAPITAL --------------------------------- CURRENT LIABILITIES: Accounts payable $ 9,270 $ 31,310 Gas imbalance payable 43,521 39,971 ------- --------- Total current liabilities $ 52,791 $ 71,281 ACCRUED LIABILITY $ 14,456 $ 14,345 PARTNERS' CAPITAL: General Partner ($ 53,161) ($ 27,560) Limited Partners, issued and outstanding, 7,195 Units 959,607 1,290,993 ------- --------- Total Partners' capital $906,446 $1,263,433 ------- --------- $973,693 $1,349,059 ======= ========= The accompanying notes are an integral part of these combined financial statements. F-14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Operations For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ----------- ----------- ---------- REVENUES: Oil and gas sales $1,061,235 $1,545,097 $1,812,568 Interest income 11,601 10,558 11,473 Gain on sale of oil and gas properties 260,624 24,113 41,516 --------- --------- --------- $1,333,460 $1,579,768 $1,865,557 COSTS AND EXPENSES: Lease operating $ 162,006 $ 183,675 $ 175,311 Production tax 72,475 110,675 115,537 Depreciation, depletion, and amortization of oil and gas properties 97,974 112,862 148,467 Impairment provision - 61,790 - General and administrative 89,722 91,372 92,138 --------- ---------- --------- $ 422,177 $ 560,374 $ 531,453 --------- --------- --------- NET INCOME $ 911,283 $1,019,394 $1,334,104 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 148,669 $ 173,924 $ 219,180 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 762,614 $ 845,470 $1,114,924 ========= ========= ========= NET INCOME per Unit $ 105.99 $ 117.51 $ 154.96 ========= ========= ========= UNITS OUTSTANDING 7,195 7,195 7,195 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1998, 1997, and 1996 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1995 $1,460,599 $ 17,993 $1,478,592 Net income 1,114,924 219,180 1,334,104 Cash distributions ( 1,035,000) ( 241,421) ( 1,276,421) --------- ------- --------- 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 ========= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Cash Flows For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ----------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 911,283 $1,019,394 $1,334,104 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 97,974 112,862 148,467 Impairment provision - 61,790 - Gain on sale of oil and gas properties ( 260,624) ( 24,113) ( 41,516) (Increase) decrease in accounts receivable - oil and gas sales 121,524 50,856 ( 82,001) (Increase) decrease in deferred charge 38,731 ( 6,778) 15,475 Increase (decrease) in accounts payable ( 22,040) 16,025 ( 15,464) Increase (decrease) in gas imbalance payable 3,550 3,284 ( 30,443) Increase (decrease) in accrued liability 111 ( 2,471) ( 1,154) --------- --------- --------- Net cash provided by operating activities $ 890,509 $1,230,849 $1,327,468 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,811) ($ 34,805) ($ 10,930) Proceeds from sale of oil and gas properties 272,824 25,350 59,168 --------- --------- --------- Net cash provided (used) by investing activities $ 271,013 ($ 9,455) $ 48,238 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,268,270) ($1,292,236) ($1,276,421) --------- --------- --------- Net cash used by financing activities ($1,268,270) ($1,292,236) ($1,276,421) --------- --------- --------- F-17 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 106,748) ($ 70,842) $ 99,285 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 274,109 344,951 245,666 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 167,361 $ 274,109 $ 344,951 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-18 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE PRODUCTION PARTNERSHIP I-E 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, 1998 and 1997, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 12, 1999 F-19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Balance Sheets December 31, 1998 and 1997 ASSETS ------ 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 12,003 $ 827,775 Accounts receivable: Oil and gas sales 651,445 994,354 Other - 69,917 --------- --------- Total current assets $ 663,448 $1,892,046 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,191,663 4,844,378 DEFERRED CHARGE 570,545 750,369 --------- --------- $5,425,656 $7,486,793 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 209,486 $ 257,524 Gas imbalance payable 115,808 135,884 --------- --------- Total current liabilities $ 325,294 $ 393,408 ACCRUED LIABILITY $ 151,490 $ 138,356 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 232,100) ($ 228,434) Limited Partners, issued and outstanding, 41,839 Units 5,180,972 7,183,463 --------- --------- Total Partners' capital $4,948,872 $6,955,029 --------- --------- $5,425,656 $7,486,793 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-20 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Operations For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ---------- ---------- --------- REVENUES: Oil and gas sales $4,611,235 $6,004,252 $6,006,431 Interest income 39,917 34,723 35,005 Gain on sale of oil and gas properties 1,154,155 120,840 296,937 Other income - 69,917 - --------- --------- --------- $5,805,307 $6,229,732 $6,338,373 COSTS AND EXPENSES: Lease operating $1,182,851 $1,337,863 $1,303,281 Production tax 323,993 433,287 403,038 Depreciation, depletion, and amortization of oil and gas properties 756,985 729,388 842,214 Impairment provision 547,048 291,690 - General and administrative 516,682 526,066 527,292 --------- --------- --------- $3,327,559 $3,318,294 $3,075,825 --------- --------- --------- NET INCOME $2,477,748 $2,911,438 $3,262,548 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 548,239 $ 568,504 $ 602,481 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,929,509 $2,342,934 $2,660,067 ========= ========= ========= NET INCOME per Unit $ 46.12 $ 56.00 $ 63.58 ========= ========= ========= UNITS OUTSTANDING 41,839 41,839 41,839 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1998, 1997, and 1996 Limited General Partners Partner Total ------------ ---------- ------------- Balance, Dec. 31, 1995 $8,493,462 ($ 54,687) $8,438,775 Net Income 2,660,067 602,481 3,262,548 Cash distributions ( 2,853,000) ( 660,934) ( 3,513,934) --------- ------- --------- 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 ========= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-22 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Cash Flows For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,477,748 $2,911,438 $3,262,548 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 756,985 729,388 842,214 Impairment provision 547,048 291,690 - Gain on sale of oil and gas properties ( 1,154,155) ( 120,840) ( 296,937) (Increase) decrease in accounts receivable - oil and gas sales 342,909 238,720 ( 457,303) (Increase) decrease in accounts receivable - other 69,917 ( 69,917) - Decrease in deferred charge 179,824 72,455 119,923 Increase (decrease) in accounts payable ( 48,038) 139,262 ( 54,626) Increase (decrease) in gas imbalance payable ( 20,076) 11,684 ( 86,031) Increase (decrease) in accrued liability 13,134 ( 4,307) 7,217 --------- --------- --------- Net cash provided by operating activities $3,165,296 $4,199,573 $3,337,005 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 762,520) ($ 279,631) ($ 55,490) Proceeds from sale of oil and gas properties 1,265,357 156,744 392,990 --------- --------- --------- Net cash provided (used) by investing activities $ 502,837 ($ 122,887) $ 337,500 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($4,483,905) ($4,143,798) ($3,513,934) --------- --------- --------- F-23 Net cash used by financing activities ($4,483,905) ($4,143,798) ($3,513,934) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 815,772) ($ 67,112) $ 160,571 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 827,775 894,887 734,316 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 12,003 $ 827,775 $ 894,887 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-24 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE PRODUCTION PARTNERSHIP I-F 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, 1998 and 1997, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1998, in conformity with generally accepted accounting principles. 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 generally accepted auditing standards 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 12, 1999 F-25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Balance Sheets December 31, 1998 and 1997 ASSETS ------ 1998 1997 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 5,457 $ 251,220 Accounts receivable: Oil and gas sales 195,444 307,734 Other - 48,942 --------- --------- Total current assets $ 200,901 $ 607,896 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,311,368 1,457,908 DEFERRED CHARGE 346,704 501,016 --------- --------- $1,858,973 $2,566,820 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 406,740 $ 53,205 Gas imbalance payable 38,738 47,046 --------- --------- Total current liabilities $ 445,478 $ 100,251 ACCRUED LIABILITY $ 109,153 $ 116,401 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 94,547) ($ 59,811) Limited Partners, issued and outstanding, 14,321 Units 1,398,889 2,409,979 --------- --------- Total Partners' capital $1,304,342 $2,350,168 --------- --------- $1,858,973 $2,566,820 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-26 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Operations For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,442,718 $2,021,805 $2,121,336 Interest income 12,630 11,252 12,228 Gain on sale of oil and gas properties 380,920 76,108 160,187 Other income - 48,942 - --------- --------- --------- $1,836,268 $2,158,107 $2,293,751 COSTS AND EXPENSES: Lease operating $ 571,401 $ 540,388 $ 622,452 Production tax 96,615 143,412 135,940 Depreciation, depletion, and amortization of oil and gas properties 254,674 257,820 270,978 Impairment provision 382,925 114,631 - General and administrative 177,383 180,860 182,290 --------- --------- --------- $1,482,998 $1,237,111 $1,211,660 --------- --------- --------- NET INCOME $ 353,270 $ 920,996 $1,082,091 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 140,360 $ 183,677 $ 198,724 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 212,910 $ 737,319 $ 883,367 ========= ========= ========= NET INCOME per Unit $ 14.87 $ 51.49 $ 61.68 ========= ========= ========= UNITS OUTSTANDING 14,321 14,321 14,321 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-27 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1998, 1997, and 1996 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1995 $2,923,293 ($ 25,679) $2,897,614 Net income 883,367 198,724 1,082,091 Cash distributions ( 961,000) ( 232,155) ( 1,193,155) --------- ------- --------- 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 ========= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-28 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Cash Flows For the Years Ended December 31, 1998, 1997, and 1996 1998 1997 1996 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 353,270 $ 920,996 $1,082,091 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 254,674 257,820 270,978 Impairment provision 382,925 114,631 - Gain on sale of oil and gas properties ( 380,920) ( 76,108) (160,187) (Increase) decrease in accounts receivable - oil and gas sales 112,290 124,154 (157,539) (Increase) decrease in accounts receivable - other 48,942 ( 48,942) - (Increase) decrease in deferred charge 154,312 ( 35,815) 73,657 Increase (decrease) in accounts payable 353,535 5,841 ( 16,778) Increase (decrease) in gas imbalance payable ( 8,308) 1,767 ( 37,924) Increase (decrease) in accrued liability ( 7,248) 12,611 24,355 --------- --------- --------- Net cash provided by operating activities $1,263,472 $1,276,955 $1,078,653 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 548,339) ($ 104,709) ($ 27,863) Proceeds from sale of oil and gas properties 438,200 97,288 208,776 --------- --------- --------- Net cash provided (used) by investing activities ($ 110,139) ($ 7,421) $180,913 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,399,096) ($1,357,378) ($1,193,155) --------- --------- --------- F-29 Net cash used by financing activities ($1,399,096) ($1,357,378) ($1,193,155) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 245,763) ($ 87,844) $ 66,411 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 251,220 339,064 272,653 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 5,457 $ 251,220 $339,064 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-30 GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS Notes to the Combined Financial Statements For the Years Ended December 31, 1998, 1997, and 1996 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-B July 12, 1985 $11,957,700 I-C December 20, 1985 8,884,900 I-D March 4, 1986 7,194,700 I-E September 10, 1986 41,839,400 I-F December 16, 1986 14,320,900 The Partnerships will terminate on December 31, 1999. However, the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of these financial statements, the General Partner currently intends to extend the term of the I-D, I-E, and I-F Partnerships for the first two year extension period. With respect to the I-B and I-C Partnerships, it is the General Partner's current intent to let these Partnerships terminate on December 31, 1999 pursuant to the terms of their Partnership Agreements. The General Partner will, however, over the next several months evaluate all of the Partnerships' operations and then make a final determination as to whether to extend any of their terms. It is anticipated that a final decision will be made during the fourth quarter of 1999. 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." F-31 An affiliate of the General Partner owned the following Units at December 31, 1998: Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- I-B 3,060 25.6% I-C 1,038 11.7% I-D 843 11.7% I-E 6,604 15.8% I-F 2,549 17.8% 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. In 1998, the price of oil decreased to historically low levels. If the price of oil remains low, or if it decreases further, there may be a significant impact on the Partnerships' near-term results of operations and cash flows. 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 F-32 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% 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 F-33 income is otherwise sufficient to permit Limited Partners to receive at least a 15% cumulative (but not compounded) twelve-month return since the commencement of the allocation periods. Currently, the I-B and I-C Partnerships are subject to subordination as discussed above, as the Limited Partners did not receive a 15% cumulative cash distribution; therefore, one-half of the General Partner's income and costs for those Partnerships are being allocated to the Limited Partners. The I-D Partnership achieved payout late in 1991. Beginning with 1992, operations for the I-D Partnership were allocated using the after payout percentages set forth in the table. The I-E and I-F Partnerships achieved payout during the second quarter of 1995. Beginning with the second quarter of 1995, operations for the I-E and I-F Partnerships were allocated using the after payout percentages. Basis of Presentation These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances. Cash and Cash Equivalents The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk. Credit Risk Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers. Accounts Receivable-General Partner The accounts receivable-general partner at December 31, 1998 for the I-B and I-C Partnerships represent refunds due for indirect general and administrative expenses as a result of expense limitations imposed by the Partnership Agreements. This receivable was collected during the first quarter of 1999. Oil and Gas Properties The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the F-34 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, 1998, 1997, and 1996 were as follows: Partnership 1998 1997 1996 ----------- ------ ------ ------ I-B $2.52 $2.92 $2.31 I-C 4.53 1.06 .89 I-D 1.12 1.09 1.26 I-E 1.89 1.68 1.92 I-F 2.15 1.93 1.88 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 1998, 1997, and 1996, the Partnerships recorded the following non-cash charges against earnings (impairment provisions): F-35 Partnership 1998 1997 1996 ----------- --------- ------- --------- I-B $ - $17,233 $ - I-C - 4,679 - 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-B $ 2,493 I-C - I-D 49,500 I-E 231,962 I-F 93,723 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, 1998 and 1997, cumulative total gas sales volumes for underproduced wells were less than the Partnerships' pro-rata share of total gas production from these wells by the following amounts: F-36 1998 1997 ---------------------- ---------------------- Partnership Mcf Amount Mcf Amount ----------- --------- -------- --------- -------- I-B 106,556 $ 74,248 132,544 $ 99,262 I-C 57,663 80,059 68,009 110,943 I-D 244,675 66,062 308,124 104,793 I-E 1,162,007 570,545 1,430,637 750,369 I-F 433,055 346,704 519,564 501,016 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, 1998 and 1997, 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: 1998 1997 ---------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- -------- I-B 33,711 $ 23,490 30,071 $ 22,520 I-C 9,311 12,927 11,097 18,103 I-D 53,542 14,456 42,180 14,345 I-E 308,534 151,490 263,786 138,356 I-F 136,339 109,153 120,710 116,401 Oil and Gas Sales and Gas Imbalance Payable The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as 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 F-37 31, 1998 and 1997 total sales exceeded the Partnerships' share of estimated total gas reserves as follows: 1998 1997 ------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- ------- ------- -------- I-B - $ - 2,077 $ 3,116 I-C - - - - I-D 29,014 43,521 26,647 39,971 I-E 77,205 115,808 90,589 135,884 I-F 25,825 38,738 31,364 47,046 These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party. General and Administrative Overhead The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships. Use of Estimates in Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized. Income Taxes Income or loss for income tax purposes is includable in the income tax returns of the partners. Accordingly, no recognition has been given to income taxes in these financial statements. F-38 2. TRANSACTIONS WITH RELATED PARTIES The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred 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, 1998, 1997, and 1996: Partnership 1998 1997 1996 ----------- -------- -------- -------- I-B $ 38,438 $ 45,252 $ 45,252 I-C 74,761 93,058 93,550 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, 1998, 1997, and 1996: F-39 Partnership Purchaser Percentage - ----------- --------------------- -------------------------- 1998 1997 1996 ----- ----- ----- I-B Duke Energy Field Services Inc. 27.8% - - Byrd Operating Company 16.4% 18.7% 11.6% Williams Energy Services Co. - 24.4% - El Paso Energy Marketing Company ("El Paso") - 12.6% 10.0% Parker & Parsley Development Company - - 22.7% I-C Hallwood Petroleum ("Hallwood") 39.3% 36.2% 42.8% Conoco, Inc. ("Conoco") 28.4% 30.3% 25.2% Koch Oil Company - 12.8% 18.3% I-D El Paso 41.5% 35.5% 27.9% Hallwood 20.0% 24.9% 31.8% Conoco - 19.6% 23.1% I-E El Paso 55.5% 51.3% 49.4% I-F El Paso 35.6% 33.9% 31.9% 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, 1998 and 1997 were as follows: F-40 I-B Partnership --------------- 1998 1997 ------------ ----------- Proved properties $6,510,128 $6,509,872 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 6,234,683) ( 6,182,735) --------- --------- Net oil and gas Properties $ 275,445 $ 327,137 ========= ========= I-C Partnership --------------- 1998 1997 ------------ ----------- Proved properties $3,639,734 $3,641,486 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 3,464,094) ( 3,306,752) --------- --------- Net oil and gas Properties $ 175,640 $ 334,734 ========= ========= F-41 I-D Partnership --------------- 1998 1997 ------------ ------------ Proved properties $4,604,726 $4,869,810 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 3,998,933) ( 4,155,654) --------- --------- Net oil and gas Properties $ 605,793 $ 714,156 ========= ========= I-E Partnership --------------- 1998 1997 ------------ ------------ Proved properties $26,655,665 $27,408,834 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 22,464,002) ( 22,564,456) ---------- ---------- Net oil and gas Properties $ 4,191,663 $ 4,844,378 ========== ========== F-42 I-F Partnership --------------- 1998 1997 ------------ ----------- Proved properties $8,022,333 $ 8,021,051 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 6,710,965) ( 6,563,143) --------- ---------- Net oil and gas Properties $1,311,368 $ 1,457,908 ========= ========== Costs Incurred The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 1998, 1997, and 1996. Costs incurred by the Partnerships in connection with oil and gas property development activities during 1998, 1997, and 1996 were as follows: Partnership 1998 1997 1996 ----------- -------- -------- ------- I-B $ 362 $ 1,149 $ 445 I-C - 100,573 1,039 I-D 1,811 34,805 10,930 I-E 762,520 279,631 55,490 I-F 548,339 104,709 27,863 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, 1998, 1997, and 1996 were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company Petroleum Engineers, an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volume to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott. F-43 I-B Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1995 19,963 902,220 Production ( 2,297) ( 150,543) Revisions of previous estimates ( 4,763) 158,168 ------ --------- Proved reserves, Dec. 31, 1996 12,903 909,845 Production ( 2,277) ( 129,776) Sales of minerals in place ( 765) ( 21,278) Revisions of previous estimates 785 ( 46,749) ------ --------- Proved reserves, Dec. 31, 1997 10,646 712,042 Production ( 1,344) ( 115,502) Revisions of previous estimates ( 1,949) 427,084 ------ --------- Proved reserves, Dec. 31, 1998 7,353 1,023,624 ====== ========= PROVED DEVELOPED RESERVES: December 31, 1996 12,903 909,845 ====== ========= December 31, 1997 10,646 712,042 ====== ========= December 31, 1998 7,353 1,023,624 ====== ========= F-44 I-C Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- --------- Proved reserves, Dec. 31, 1995 108,795 740,060 Production ( 27,537) (226,820) Sales of minerals in place ( 4,934) ( 51,035) Revisions of previous estimates 44,909 340,705 ------- ------- Proved reserves, Dec. 31, 1996 121,233 802,910 Production ( 25,122) (178,180) Sales of minerals in place ( 23,710) ( 4,023) Extensions and discoveries 9,718 138,053 Revisions of previous estimates ( 21,212) 35,059 ------- ------- Proved reserves, Dec. 31, 1997 60,907 793,819 Production ( 14,169) (124,746) Revisions of previous estimates ( 30,363) ( 40,566) ------- ------- Proved reserves, Dec.31, 1998 16,375 628,507 ======= ======= PROVED DEVELOPED RESERVES: December 31, 1996 121,233 802,910 ======= ======= December 31, 1997 60,907 793,819 ======= ======= December 31, 1998 16,375 628,507 ======= ======= F-45 I-D Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1995 52,974 2,399,840 Production (21,291) ( 577,657) Sales of minerals in place ( 4,935) ( 29,621) Extensions and discoveries 123 5,646 Revisions of previous estimates 28,706 499,715 ------ --------- 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 ====== ========= PROVED DEVELOPED RESERVES: December 31, 1996 55,219 2,276,438 ====== ========= December 31, 1997 40,875 1,925,548 ====== ========= December 31, 1998 37,776 1,634,897 ====== ========= F-46 I-E Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1995 492,808 12,681,330 Production ( 70,998) ( 2,206,082) Sales of minerals in place ( 24,754) ( 278,884) Extensions and discoveries 778 73,593 Revisions of previous estimates 123,001 1,483,030 ------- ---------- 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 ( 45,323) 1,040,638 estimates ------- ---------- Proved reserves, Dec. 31, 1998 318,570 9,379,871 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1996 519,687 11,683,935 ======= ========== December 31, 1997 399,277 10,506,977 ======= ========== December 31, 1998 318,570 9,379,871 ======= ========== F-47 I-F Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1995 246,551 3,833,591 Production ( 35,577) ( 652,692) Sales of minerals in place ( 12,337) ( 132,134) Extensions and discoveries 399 26,335 Revisions of previous estimates 70,126 481,185 ------- --------- 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 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1996 268,768 3,532,534 ======= ========= December 31, 1997 197,297 3,315,478 ======= ========= December 31, 1998 149,517 3,035,177 ======= ========= 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, 1998 relating to proved oil and gas reserves based on the standardized measure as prescribed in SFAS No. 69: F-48 Partnership ---------------------------------- I-B I-C ------------ ------------- Future cash inflows $2,316,593 $ 1,549,892 Future production and development costs ( 599,525) ( 598,303) ------------ ------------- Future net cash flows $1,717,068 $ 951,589 10% discount to reflect timing of cash flows ( 852,286) ( 387,517) ------------ ------------- Standardized measure of discounted future net cash flows $ 864,782 $ 564,072 ========== =========== Partnership ---------------------------------- I-D I-E ------------ ------------- Future cash inflows $3,677,661 $21,815,917 Future production and development costs ( 1,021,454) ( 6,941,211) ------------ ------------- Future net cash flows $2,656,207 $14,874,706 10% discount to reflect timing of cash flows ( 796,341) ( 4,412,129) ------------ ------------- Standardized measure of discounted future net cash flows $1,859,866 $10,462,577 ============= ============= F-49 I-F Partnership --------------- Future cash inflows $7,782,825 Future production and development costs ( 2,947,061) --------- Future net cash flows $4,835,764 10% discount to reflect timing of cash flows ( 1,601,870) --------- Standardized measure of discounted future net cash flows $3,233,894 ========= The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that the reserve estimates reported herein represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The Partnerships' reserves were determined at December 31, 1998 using oil and gas prices of approximately $9.50 per barrel and $2.03 per Mcf, respectively. F-50 INDEX TO EXHIBITS ----------------- Number Description - ------ ----------- 4.1 The Certificate and Agreements of Limited Partnership for the following Geodyne Energy Income Limited Partnerships have been previously filed with the SEC as Exhibit 2.1 to Form 8-A filed by each Limited Partnership on the dates shown below and are hereby incorporated by reference. Partnership Filing Date File No. ----------- ------------ -------- I-B May 23, 1986 0-14657 I-C May 23, 1986 0-14658 I-D May 5, 1987 0-15831 I-E May 5, 1987 0-15832 I-F May 5, 1987 0-15833 4.2 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-B, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.3 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-C, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-F, filed as Exhibit 4.5 to F-51 Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. *23.1 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-B. *23.2 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-C. *23.3 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-D. *23.4 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-E. *23.5 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership I-F. *27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-B's financial statements as of December 31, 1998 and for the year ended December 31, 1998. *27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-C's financial statements as of December 31, 1998 and for the year ended December 31, 1998. *27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-D's financial statements as of December 31, 1998 and for the year ended December 31, 1998. *27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-E's financial statements as of December 31, 1998 and for the year ended December 31, 1998. *27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership I-F's financial statements as of December 31, 1998 and for the year ended December 31, 1998. All other Exhibits are omitted as inapplicable. ---------- * Filed herewith. F-52