FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2005
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
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(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes No X
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Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
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Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X Disclosure is not contained herein
-----
Disclosure is contained herein
-----
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act (check one):
----- Large accelerated filer
----- Accelerated filer
X Non-accelerated filer
-----
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
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The Depositary Units are not publicly traded; therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
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FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 1A. RISK FACTORS...............................................9
ITEM 1B. UNRESOLVED STAFF COMMENTS.................................15
ITEM 2. PROPERTIES................................................15
ITEM 3. LEGAL PROCEEDINGS.........................................36
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF
LIMITED PARTNERS..........................................36
PART II.....................................................................37
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......37
ITEM 6. SELECTED FINANCIAL DATA...................................39
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................48
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................76
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............77
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................77
ITEM 9A. CONTROLS AND PROCEDURES...................................77
ITEM 9B. OTHER INFORMATION.........................................77
PART III....................................................................77
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...77
ITEM 11. EXECUTIVE COMPENSATION....................................79
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.....................................88
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............90
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................91
PART IV.....................................................................92
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................92
SIGNATURES...........................................................113
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A
Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B
Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C
Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D
Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E
Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F
Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G
Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the
general partner, Geodyne Depositary Company, a Delaware corporation, as the sole
initial limited partner, and public investors as substitute limited partners
(the "Limited Partners"). The Partnerships commenced operations on the dates set
forth below.
Date of
Partnership Activation
----------- -----------------
II-A July 22, 1987
II-B October 14, 1987
II-C January 14, 1988
II-D May 10, 1988
II-E September 27, 1988
II-F January 5, 1989
II-G April 10, 1989
II-H May 17, 1989
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' operations. Geodyne serves as managing partner of such general
partnerships. Unless the context indicates otherwise, all references to any
single Partnership or all of the Partnerships in this Annual Report on Form 10-K
(the "Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the limited partnerships and as the managing
partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships including the Partnerships, and is a wholly-owned
subsidiary of Samson Investment Company. Samson
-4-
Investment Company and its various corporate subsidiaries, including the General
Partner (collectively "Samson"), are primarily engaged in the production and
development of and exploration for oil and gas reserves and the acquisition and
operation of producing properties. At December 31, 2005, Samson owned interests
in approximately 18,000 oil and gas wells located in 18 states of the United
States and the countries of Canada and Venezuela. At December 31, 2005, Samson
operated approximately 5,700 oil and gas wells located in 14 states of the
United States, as well as Canada and Venezuela.
The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2006, Samson employed approximately 1,300 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791, or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships would have terminated on
December 31, 2001. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of the Partnerships for
their third two-year extension thereby extending their termination date to
December 31, 2007. As of the date of this Annual Report, the General Partner has
not determined whether to further extend the term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, the Partnerships' operations and expenses are currently funded out
of each Partnership's revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
-5-
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. However, substantial increases in the
global price of steel as well as increases in the prices for oil and gas
supplies and services will further increase the costs of any future workover,
recompletion or drilling activities conducted by the Partnerships.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from the
Partnerships' oil and gas properties. The level of net revenues is highly
dependent upon the total volumes of oil and natural gas sold. Oil and gas
reserves are depleting assets and will experience production declines over time,
thereby likely resulting in reduced net revenues. The level of net revenues is
also highly dependent upon the prices received for oil and gas sales, which
prices have historically been very volatile and may continue to be so.
Additionally, lower oil and natural gas prices may reduce the amount of oil and
gas that is economic to produce and reduce the Partnerships' revenues and cash
flow. Various factors beyond the Partnerships' control will affect prices for
oil and natural gas, such as:
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon and maintain oil prices and production
quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions and the impact of weather-related events;
* The availability of pipelines for transportation;
* Domestic and foreign government regulations and taxes; and
* Market expectations.
-6-
It is not possible to predict the future direction of oil or natural
gas prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time, may
increase, or may experience only a gradual decline, thus adversely affecting net
revenues as either production or oil and natural gas prices decline. In any
particular period, net revenues may also be affected by either the receipt of
proceeds from property sales or the incursion of additional costs as a result of
well workovers, recompletions, new well drilling, and other events.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2005:
Partnership Purchaser Percentage
- ----------- -------------------------------------- ----------
II-A BP America Production Company 14.0%
Cinergy Marketing Company ("Cinergy") 12.5%
Duke Energy Field Services Inc. ("Duke") 10.3%
II-B Cinergy 16.0%
Citation Oil & Gas Corp. ("Citation") 14.8%
II-C Cinergy 14.0%
Citation 12.3%
II-D Cinergy 12.3%
Vintage Petroleum, Inc. 11.1%
II-E Atlas Pipeline Mid-Continent LLC 13.3%
Cinergy 12.8%
II-F Duke 13.7%
II-G Duke 13.8%
II-H Duke 14.0%
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.
-7-
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
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Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. For example, many types of pollution
and contamination can exist, undiscovered, for long periods of time and can
result in substantial environmental liabilities which are not insured. 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 1A. RISK FACTORS
The following factors, among others, could cause actual results to differ
materially from those contained in forward-looking statements made in this
report and presented elsewhere from time to time. Such factors, among others,
may have a material adverse effect upon the Partnerships' business, financial
condition, and results of operations.
The following discussion of risk factors should be read in conjunction
with the combined financial statements and related notes included herein.
Because of these and other factors, past financial performance should not be
considered an indication of future performance.
Oil and Natural Gas Prices Fluctuate Due to a Number of
-------------------------------------------------------
Uncontrollable Factors, and Any Decline Will Adversely
------------------------------------------------------
Affect the Partnerships' Financial Condition.
---------------------------------------------
The Partnerships' results of operations depend upon the prices they
receive for their oil and natural gas. We sell most of the Partnerships' oil and
natural gas liquids at current market prices rather than through fixed-price
contracts. Historically, the markets for oil and natural gas have been volatile
and are likely to remain so. The prices we receive depend upon factors beyond
our control, including:
* political instability or armed conflict in oil-producing regions;
* weather conditions;
* the supply of domestic and foreign oil and natural gas;
-9-
* the ability of members of OPEC to agree upon and maintain prices and
production levels;
* the level of consumer demand and overall economic activity;
* worldwide economic demand;
* the price and availability of alternative fuels;
* domestic and foreign governmental regulations and taxes;
* the proximity to and capacity of transportation facilities; and
* the effect of worldwide energy conservation measures.
Government regulations, such as regulation of natural gas transportation
and price controls, can affect product prices in the long term. These external
factors and the volatile nature of the energy markets make it difficult to
reliably estimate future prices of oil and natural gas.
Any decline in oil and natural gas prices adversely affects the
Partnerships' financial condition. If the oil and gas industry experiences
significant price declines, the Partnerships may not be able to maintain their
current level of cash distributions. See "Item 1 - Business - Competition and
Marketing" and "Item 7 - Management's Discussion and Analysis of Financial
Condition and Results of Operations".
Reserve Estimates Depend on Many Assumptions That May Turn
----------------------------------------------------------
Out to be Inaccurate. Any Material Inaccuracies in the
-------------------------------------------------------
Partnerships' Reserve Estimates or Underlying Assumptions
---------------------------------------------------------
Could Cause the Quantities and Net Present Value of Their
---------------------------------------------------------
Reserves to be Overstated.
--------------------------
Estimating quantities of proved oil and natural gas reserves is a complex
process. It requires interpretations of available technical data and various
assumptions, including assumptions relating to economic factors. Any significant
inaccuracies in these interpretations or assumptions or changes of condition
could cause the quantities and net present value of the Partnerships' reserves
to be overstated.
To prepare estimates of economically recoverable oil and natural gas
reserves and future net cash flows, we analyze many variable factors, such as
historical production from the area compared with production rates from other
producing areas. We also analyze available geological, geophysical, production
and engineering data, and the extent, quality and reliability of this data can
vary. The process also involves economic assumptions relating to commodity
prices, production costs, severance and
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excise taxes, capital expenditures and workover and remedial costs. Actual
results most likely will vary from our estimates. Any significant variance could
reduce the estimated quantities and present value of reserves shown in this
annual report.
You should not assume that the present value of future net cash flows from
the Partnerships' proved reserves shown in this Annual Report is the current
market value of their estimated oil and natural gas reserves. In accordance with
Securities and Exchange Commission requirements, the Partnerships base the
estimated discounted future net cash flows from their proved reserves on prices
and costs on the date of the estimate. Actual current and future prices and
costs may differ materially from those used in the earlier net present value
estimate, and as a result, net present value estimates using current prices and
costs may be significantly less than the earlier estimate which is provided in
this annual report. See "Item 2 - Properties-Proved Reserves and Net Present
Value".
Drilling Oil and Natural Gas Wells is a High-Risk Activity
----------------------------------------------------------
and Subjects Us to a Variety of Factors That We Cannot
------------------------------------------------------
Control.
--------
Drilling oil and natural gas wells, including development wells, involves
numerous risks, including the risk that the Partnerships may not encounter
commercially productive oil and natural gas reservoirs. While the Partnerships
do not expend a significant portion of their capital on drilling activities, to
the extent they do drill wells this can be a significant risk factor to them.
They may not recover all or any portion of their investment in new wells. The
presence of unanticipated pressures or irregularities in formations,
miscalculations or accidents may cause their drilling activities to be
unsuccessful and result in a total loss of investment. Further, drilling
operations may be curtailed, delayed or canceled as a result of a variety of
factors, including:
* unexpected drilling conditions;
* title problems;
* restricted access to land for drilling or laying pipeline;
* pressure or irregularities in formations;
* equipment failure or accidents;
* adverse weather conditions; and
* costs of, or shortages or delays in the availability of, drilling
rigs, tubular materials and equipment.
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The Marketability of the Partnerships' Production is
----------------------------------------------------
Dependent upon Transportation and Processing Facilities Over
------------------------------------------------------------
Which We Have No Control.
-------------------------
The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing facilities. Any significant change in market factors affecting
these infrastructure facilities could harm their business. The Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not own. These facilities may be temporarily unavailable due to market
conditions or mechanical reasons, or may not be available to us in the future.
Reliance on Third Party Operators
---------------------------------
A substantial portion of the Partnerships' properties are operated by
third parties. The Partnerships have little, if any, control over the
operational decisions and costs associated with these properties. In addition,
the Partnerships are totally reliant on the third party operators' internal
controls associated with the operators' accounting for revenues and expenses.
No Market for Units
-------------------
The Partnerships' Units are not listed on any exchange or national market
system, and there is no established public trading market for the Units. You may
only sell your Units via (i) the General Partner's annual Repurchase Offer; (ii)
transfers facilitated by secondary trading firms and matching services; and
(iii) occasional "4.9% tender offers" which are made for the Units. Secondary
market activity for the Units has been limited and varies among the
Partnerships. See "Item 5 - Market for Units and Related Limited Partner
Matters".
Limited Life
------------
The Partnerships are currently scheduled to terminate on December 31,
2007. Even if the General Partner exercises its right to extend the
Partnerships' terms for two additional two-year periods, the Partnerships will
terminate no later than December 31, 2011. Upon termination the Partnerships'
assets will be sold. There is no assurance that the market for the sale of the
Partnerships' assets will be favorable at such time.
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The Partnerships are Subject to Complex Federal, State and
----------------------------------------------------------
Local Laws and Regulations that Could Adversely Affect Their
------------------------------------------------------------
Business
--------
Extensive federal, state and local regulation of the oil and gas industry
significantly affects the Partnerships' operations. In particular, they are
subject to stringent environmental regulations. These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:
* discharge permits for drilling operations;
* drilling bonds;
* spacing of wells;
* unitization and pooling of properties;
* environmental protection;
* reports concerning operations; and
* taxation.
Under these laws and regulations, the Partnerships could be liable for:
* personal injuries;
* property damage;
* oil spills;
* discharge of hazardous materials;
* reclamation costs;
* remediation and clean-up costs; and
* other environmental damages.
While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1 - Business".
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Conflicts of Interest
---------------------
Direct and indirect conflicts of interests exist among the Partnerships
and among a Partnership and the General Partner and its affiliates. The General
Partner and its affiliates engage in many aspects of the oil and gas business,
including acting as a general partner of a number of affiliated oil and gas
limited partnerships. The General Partner and its affiliates may engage in
transactions with a Partnership, and Partnerships will frequently engage in
transactions with other oil and gas limited partnerships. These conflicts could
relate to the sale of oil and gas properties, the determination of the
Partnerships' Repurchase Prices, and the determination of whether to continue
the Partnerships past their scheduled termination date of December 31, 2007. See
"Item 13 - Certain Relationships and Related Transactions".
Payments to the General Partner
-------------------------------
The General Partner receives reimbursements for General and Administrative
Expenses. The General Partner also receives a share of Partnership cash
distributions. See "Item 11 - Executive Compensation" and "Item 8 - Financial
Statements and Supplementary Data".
Financial Capability of General Partner
---------------------------------------
The General Partner has limited financial resources. Contingencies may
arise which will require funding beyond its financial resources. Even if such
financial resources are available, the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.
Liability and Indemnification of General Partner and Related
------------------------------------------------------------
Parties
-------
Although the General Partner generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially satisfied from Partnership assets. The Partnership
Agreements also provide, subject to certain conditions, that the Partnerships
will reimburse (i.e. "indemnify") the General Partner and its affiliates for
certain costs, claims and expenses.
-14-
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 2005.
Well Statistics(1)
As of December 31, 2005
Number of Gross Wells(2) Number of Net Wells(3)
------------------------ ----------------------
P/ship Total Oil Gas Total Oil Gas
------ ----- --- --- ----- ----- -----
II-A 1,021 771 250 42.63 29.85 12.78
II-B 203 116 87 24.44 16.10 8.34
II-C 290 111 179 9.35 2.76 6.59
II-D 214 74 140 23.32 2.52 20.80
II-E 865 614 251 11.09 3.69 7.40
II-F 872 610 262 11.68 2.95 8.73
II-G 872 610 262 25.22 6.23 18.99
II-H 872 610 262 6.18 1.46 4.72
- ---------------
(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.
Drilling Activities
During the year ended December 31, 2005, the Partnerships directly or
indirectly participated in the drilling activities described below.
-15-
II-A Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
David #6-13 Washita OK - 0.0023 Gas Producing
Dusk #1-16 Grady OK - 0.0017 Gas Producing
Harrel #2-11 Latimer OK - 0.0264 N/A Shut-In
Jo-Mill Unit
(15 new wells) Borden TX 0.0025 0.0022 Oil Producing
McNeill #5-14 Custer OK - 0.0006 Gas Producing
Phillips #1-24 Grady OK - 0.0005 N/A In Progress
Pooler #1-22TWIN Grady OK - 0.0026 Gas Producing
II-B Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
David #6-13 Washita OK - 0.0027 Gas Producing
II-C Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
Big Stick Madison
Unit (1 New Well) Billings ND 0.0007 0.0006 Oil Producing
Champlin 242C-6 Carbon WY - 0.0002 Gas Producing
David #6-13 Washita OK - 0.0013 Gas Producing
Hinkle #3-28 Washita OK - 0.0001 Gas Producing
Janet Federal #8-34 Sweetwater WY - 0.0004 Gas Producing
Pavillion Fee #42-04B Fremont WY - 0.0026 Gas Producing
Pavillion Fee #43-04 Fremont WY - 0.0026 Gas Producing
Pavillion Fee #43-09 Fremont WY - 0.0003 Gas Producing
Pavillion Fee #44-04 Fremont WY - 0.0026 Gas Producing
Peanut-Baue #16-2-H Richland MT - 0.0001 Gas Producing
Stella-Killebrew #3-32 Roberts TX (1) (1) Gas Shut-In
-16-
II-D Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
Big Stick Madison
Unit(1 New Well) Billings ND 0.0074 0.0060 Oil Producing
Champlin 242C-6 Carbon WY - 0.0019 Gas Producing
Chesterville Unit #17 Colorado TX - 0.0136 N/A Dry Hole
Chesterville Unit #18 Colorado TX - 0.0136 Gas Producing
Chesterville Unit #20 Colorado TX - 0.0136 Gas Producing
Chesterville Unit #21 Colorado TX - 0.0136 Gas Producing
Davidson #4 Grady OK - 0.0107 Gas Shut-In
Hinkle #3-28 Washita OK - 0.0011 Gas Producing
Janet Federal #8-34 Sweetwater WY - 0.0039 Gas Producing
Pavillion Fee #42-04B Fremont WY - 0.0268 Gas Producing
Pavillion Fee #43-04 Fremont WY - 0.0268 Gas Producing
Pavillion Fee #43-09 Fremont WY - 0.0032 Gas Producing
Pavillion Fee #44-04 Fremont WY - 0.0268 Gas Producing
Peanut-Baue #16-2-H Richland MT - 0.0010 Gas Producing
Stella-Killebrew #3-32 Roberts TX (1) (1) Gas Shut-In
II-E Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- ----------------
Alamo #22-16 San Juan NM - 0.0018 Gas Producing
Alamo #22-8 San Juan NM - 0.0018 N/A In Progress
Aldwell M 48 #1 Reagan TX - 0.0010 Oil Producing
Andrews Waterflood
Unit (4 new wells) Andrews TX 0.0011 0.0011 Oil Producing
Cain Federal #3 San Juan NM - 0.0011 Gas Producing
Chesterville Unit #17 Colorado TX - 0.0084 N/A Dry Hole
Chesterville Unit #18 Colorado TX - 0.0084 Gas Producing
Chesterville Unit #20 Colorado TX - 0.0084 Gas Producing
Chesterville Unit #21 Colorado TX - 0.0084 Gas Producing
Davidson #4 Grady OK - 0.0066 Gas Shut-In
Hixson #3-9 Ellis OK - 0.0017 Gas Producing
-17-
Hoyt #1B-Dakota Rio Arriba NM - 0.0001 Gas Producing
Hoyt #1B(Mesa Verde) Rio Arriba NM - 0.0002 Gas Producing
Hoyt #2B Rio Arriba NM - 0.0001 Gas Producing
Lacey-Melby Unit
#7-11HR Mckenzie ND - 0.0004 Oil Shut-In
Miers,WA #18 Sutton TX - 0.0001 Gas Producing
Moore Unit #2 Wheeler TX - 0.0002 Gas Producing
Patricia #1-14 Woods OK - 0.0016 Gas Producing
Penry #1-17 Roger Mills OK 0.0007 0.0007 Gas Producing
Pettitfils B-10 Mitchell TX - 0.0017 Oil Producing
Resler B1 Lea NM - 0.0005 Oil Producing
Shafter LK San Andres
Unit (10 New Wells) Andrews TX 0.0009 0.0009 Oil Producing
Simpson Canyon #1044 Crockett TX - 0.0018 Oil Producing
Simpson Canyon #2044 Crockett TX - 0.0042 Oil Producing
Smith #3 Lynn TX - 0.0010 Oil Producing
Tafoya #1C San Juan NM - 0.0011 Gas Producing
Tafoya #1R San Juan NM - 0.0011 Gas Producing
Tribal #5-1 Rio Arriba NM - 0.0002 N/A Shut-In
Tribal #5-7 Rio Arriba NM - 0.0002 N/A Shut-In
Tribal #5-9 Rio Arriba NM - 0.0002 N/A Shut-In
II-F Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- ----------------
Alamo #22-16 San Juan NM - 0.0007 Gas Producing
Alamo #22-8 San Juan NM - 0.0007 N/A In Progress
Aldwell M 48 #1 Reagan TX - 0.0025 Oil Producing
Andrews Waterflood
Unit (4 New Wells) Andrews TX 0.0028 0.0028 Oil Producing
Cain Federal #3 San Juan NM - 0.0021 Gas Producing
Hixson #3-9 Ellis OK - 0.0040 Gas Producing
Hoyt #1B-Dakota Rio Arriba NM - 0.0000 Gas Producing
Hoyt #1B(Mesa Verde) Rio Arriba NM - 0.0001 Gas Producing
Hoyt #2B Rio Arriba NM - 0.0000 Gas Producing
Lacey-Melby Unit
#7-11HR McKenzie ND - 0.0011 Oil Shut-In
Miers,WA #18 Sutton TX - 0.0003 Gas Producing
-18-
Moore Unit #2 Wheeler TX - 0.0004 Gas Producing
Patricia #1-14 Woods OK - 0.0038 Gas Producing
Penry #1-17 Roger Mills OK 0.0018 0.0018 Gas Producing
Pettitfils B-10 Mitchell TX - 0.0042 Oil Producing
Resler B1 Lea NM - 0.0013 Oil Producing
Shafter LK San Andres
Unit (10 New Wells) Andrews TX 0.0021 0.0023 Oil Producing
Simpson Canyon #1044 Crockett TX - 0.0043 Oil Producing
Simpson Canyon #2044 Crockett TX - 0.0101 Oil Producing
Smith #3 Lynn TX - 0.0025 Oil Producing
Tafoya #1C San Juan NM - 0.0004 Gas Producing
Tafoya #1R San Juan NM - 0.0004 Gas Producing
Tribal #5-1 Rio Arriba NM - 0.0001 N/A Shut-In
Tribal #5-7 Rio Arriba NM - 0.0001 N/A Shut-In
Tribal #5-9 Rio Arriba NM - 0.0001 N/A Shut-In
II-G Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
Alamo #22-16 San Juan NM - 0.0023 Gas Producing
Alamo #22-8 San Juan NM - 0.0023 N/A In Progress
Aldwell M 48 #1 Reagan TX - 0.0053 Oil Producing
Andrews Waterflood
Unit (4 New Wells) Andrews TX 0.0058 0.0058 Oil Producing
Cain Federal #3 San Juan NM - 0.0010 Gas Producing
Hixson #3-9 Ellis OK - 0.0084 Gas Producing
Hoyt #1B-Dakota Rio Arriba NM - 0.0001 Gas Producing
Hoyt #1B(Mesa Verde) Rio Arriba NM - 0.0002 Gas Producing
Hoyt #2B Rio Arriba NM - 0.0001 Gas Producing
Lacey-Melby Unit
#7-11 HR McKenzie ND - 0.0023 Oil Shut-In
Miers,WA #18 Sutton TX - 0.0007 Gas Producing
Moore Unit #2 Wheeler TX - 0.0008 Gas Producing
Patricia #1-14 Woods OK - 0.0080 Gas Producing
Penry #1-17 Roger Mills OK 0.0038 0.0038 Gas Producing
Pettitfils B-10 Mitchell TX - 0.0088 Oil Producing
Resler B1 Lea NM - 0.0027 Oil Producing
-19-
Shafter Lk San Andres
Unit (10 New Wells) Andrews TX 0.0044 0.0047 Oil Producing
Simpson Canyon #1044 Crockett TX - 0.0090 Oil Producing
Simpson Canyon #2044 Crockett TX - 0.0212 Oil Producing
Smith #3 Lynn TX - 0.0053 Oil Producing
Tafoya #1C San Juan NM - 0.0014 Gas Producing
Tafoya #1R San Juan NM - 0.0014 Gas Producing
Tribal #5-1 Rio Arriba NM - 0.0002 N/A Shut-In
Tribal #5-7 Rio Arriba NM - 0.0002 N/A Shut-In
Tribal #5-9 Rio Arriba NM - 0.0002 N/A Shut-In
II-H Partnership
-----------------
Working Revenue
Well Name County St. Interest Interest Type Status
------------------ ---------- -- -------- -------- ---- -----------
Alamo #22-16 San Juan NM - 0.0009 Gas Producing
Alamo #22-8 San Juan NM - 0.0009 N/A In Progress
Aldwell M 48 #1 Reagan TX - 0.0012 Oil Producing
Andrews Waterflood
Unit (4 New Wells) Andrews TX 0.0013 0.0014 Oil Producing
Cain Federal #3 San Juan NM - 0.0005 Gas Producing
Hixson #3-9 Ellis OK - 0.0020 Gas Producing
Hoyt #1B-Dakota Rio Arriba NM - 0.0000 Gas Producing
Hoyt #1B(Mesa Verde) Rio Arriba NM - 0.0001 Gas Producing
Hoyt #2B Rio Arriba NM - 0.0000 Gas Producing
Lacey-Melby Unit
#7-11hr McKenzie ND - 0.0005 Oil Shut-In
Miers,Wa #18 Sutton TX - 0.0002 Gas Producing
Moore Unit #2 Wheeler TX - 0.0002 Gas Producing
Patricia #1-14 Woods OK - 0.0018 Gas Producing
Penry #1-17 Roger Mills OK 0.0009 0.0009 Gas Producing
Pettitfils B-10 Mitchell TX - 0.0020 Oil Producing
Resler B1 Lea NM - 0.0006 Oil Producing
Shafter LK San Andres
Unit (10 New Wells) Andrews TX 0.0010 0.0011 Oil Producing
Simpson Canyon #1044 Crockett TX - 0.0021 Oil Producing
Simpson Canyon #2044 Crockett TX - 0.0049 Oil Producing
Smith #3 Lynn TX - 0.0012 Oil Producing
Tafoya #1C San Juan NM - 0.0005 Gas Producing
-20-
Tafoya #1R San Juan NM - 0.0005 Gas Producing
Tribal #5-1 Rio Arriba NM - 0.0001 N/A Shut-In
Tribal #5-7 Rio Arriba NM - 0.0001 N/A Shut-In
Tribal #5-9 Rio Arriba NM - 0.0001 N/A Shut-In
- ----------
(1) The II-C and II-D Partnerships elected to not participate in the drilling
of the Stella-Killebrew #3-32 located in Roberts County, Texas. If the
well reaches payout under the terms of its operating agreement, the II-C
and II-D Partnerships will have the following interests in the well:
Working Revenue
Partnership Interest Interest
----------- -------- --------
II-C - 0.0011
II-D - 0.0001
[Remainder of Page Intentionally Left Blank]
-21-
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the tables, direct operating expenses include lease
operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 57,813 65,565 74,313
Gas (Mcf) 652,272 646,674 717,179
Oil and gas sales:
Oil $3,102,412 $2,484,192 $2,078,263
Gas 4,631,878 3,457,506 3,502,160
--------- --------- ---------
Total $7,734,290 $5,941,698 $5,580,423
========= ========= =========
Total direct operating
expenses $1,705,787 $1,540,000 $1,407,759
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.1% 25.9% 25.2%
Average sales price:
Per barrel of oil $53.66 $37.89 $27.97
Per Mcf of gas 7.10 5.35 4.88
Direct operating expenses per
equivalent Bbl of oil $10.24 $ 8.88 $ 7.26
-22-
Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 40,011 42,473 43,725
Gas (Mcf) 516,244 535,070 548,582
Oil and gas sales:
Oil $2,135,551 $1,655,352 $1,282,628
Gas 3,591,278 2,730,383 2,574,612
--------- --------- ---------
Total $5,726,829 $4,385,735 $3,857,240
========= ========= =========
Total direct operating
expenses $1,291,427 $1,140,240 $ 998,312
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.6% 26.0% 25.9%
Average sales price:
Per barrel of oil $53.37 $38.97 $29.33
Per Mcf of gas 6.96 5.10 4.69
Direct operating expenses per
equivalent Bbl of oil $10.25 $ 8.66 $ 7.39
-23-
Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 14,817 15,365 15,806
Gas (Mcf) 323,872 301,090 315,371
Oil and gas sales:
Oil $ 790,667 $ 597,955 $ 465,997
Gas 2,239,624 1,521,252 1,432,288
--------- --------- ---------
Total $3,030,291 $2,119,207 $1,898,285
========= ========= =========
Total direct operating
expenses $ 609,494 $ 524,010 $ 484,633
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 20.1% 24.7% 25.5%
Average sales price:
Per barrel of oil $53.36 $38.92 $29.48
Per Mcf of gas 6.92 5.05 4.54
Direct operating expenses per
equivalent Bbl of oil $ 8.86 $ 7.99 $ 7.09
-24-
Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 21,859 25,312 23,482
Gas (Mcf) 749,576 674,131 724,786
Oil and gas sales:
Oil $1,126,685 $ 970,924 $ 672,785
Gas 5,333,743 3,425,727 3,226,165
--------- --------- ---------
Total $6,460,428 $4,396,651 $3,898,950
========= ========= =========
Total direct operating
expenses $1,270,191 $1,166,926 $1,075,751
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 19.7% 26.5% 27.6%
Average sales price:
Per barrel of oil $51.54 $38.36 $28.65
Per Mcf of gas 7.12 5.08 4.45
Direct operating expenses per
equivalent Bbl of oil $ 8.65 $ 8.48 $ 7.46
-25-
Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 17,951 18,135 19,131
Gas (Mcf) 423,292 409,863 467,472
Oil and gas sales:
Oil $ 944,154 $ 686,966 $ 561,004
Gas 3,005,795 2,101,949 2,186,172
--------- --------- ---------
Total $3,949,949 $2,788,915 $2,747,176
========= ========= =========
Total direct operating
expenses $ 784,327 $ 683,739 $ 664,928
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 19.9% 24.5% 24.2%
Average sales price:
Per barrel of oil $52.60 $37.88 $29.32
Per Mcf of gas 7.10 5.13 4.68
Direct operating expenses per
equivalent Bbl of oil $ 8.86 $ 7.91 $ 6.85
-26-
Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 25,599 26,083 24,828
Gas (Mcf) 377,857 402,717 442,255
Oil and gas sales:
Oil $1,320,169 $ 950,141 $ 705,160
Gas 2,540,216 1,925,993 1,934,121
--------- --------- ---------
Total $3,860,385 $2,876,134 $2,639,281
========= ========= =========
Total direct operating
expenses $ 660,229 $ 608,955 $ 573,207
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 17.1% 21.2% 21.7%
Average sales price:
Per barrel of oil $51.57 $36.43 $28.40
Per Mcf of gas 6.72 4.78 4.37
Direct operating expenses per
equivalent Bbl of oil $ 7.45 $ 6.53 $ 5.82
-27-
Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 53,848 54,665 52,045
Gas (Mcf) 803,073 859,114 941,870
Oil and gas sales:
Oil $2,776,293 $1,991,518 $1,478,077
Gas 5,439,533 4,125,357 4,127,614
--------- --------- ---------
Total $8,215,826 $6,116,875 $5,605,691
========= ========= =========
Total direct operating
expenses $1,415,672 $1,300,804 $1,221,171
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 17.2% 21.3% 21.8%
Average sales price:
Per barrel of oil $51.56 $36.43 $28.40
Per Mcf of gas 6.77 4.80 4.38
Direct operating expenses per
equivalent Bbl of oil $ 7.54 $ 6.57 $ 5.84
-28-
Net Production Data
II-H Partnership
----------------
Year Ended December 31,
----------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 12,446 12,688 12,082
Gas (Mcf) 193,427 206,905 226,604
Oil and gas sales:
Oil $ 640,410 $ 462,355 $ 343,099
Gas 1,308,252 997,695 992,693
--------- --------- ---------
Total $1,948,662 $1,460,050 $1,335,792
========= ========= =========
Total direct operating
expenses $ 338,609 $ 314,459 $ 295,355
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 17.4% 21.5% 22.1%
Average sales price:
Per barrel of oil $51.46 $36.44 $28.40
Per Mcf of gas 6.76 4.82 4.38
Direct operating expenses per
equivalent Bbl of oil $ 7.58 $ 6.67 $ 5.92
-29-
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, 2005. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production 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, 2005. Such prices were not
escalated except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract provisions. Oil and
gas prices at December 31, 2005 ($61.06 per barrel and $10.08 per Mcf,
respectively) were substantially higher than the prices in effect on December
31, 2004($43.36 per barrel and $6.02 per Mcf, respectively). This increase in
oil and gas prices has caused the estimates of remaining economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2005 to be higher than the previous estimates and values at December 31,
2004. 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, 2005. In fact, as of the date of
this Annual Report natural gas prices have declined significantly from the
December 31, 2005 price. There can be no assurance that the prices used in
calculating the net present value of the Partnerships' proved reserves at
December 31, 2005 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
-30-
possible, the significance of the subjective decisions required and variances in
available data for various reservoirs make these estimates generally less
precise than other estimates presented in connection with financial statement
disclosures.
Proved Reserves and Net Present Values
From Proved Reserves
As of December 31, 2005(1)
II-A Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 6,367,741
Oil and liquids (Bbls) 687,366
Net Present Value (discounted at 10% per annum) $36,701,293
II-B Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 4,776,281
Oil and liquids (Bbls) 489,229
Net Present Value (discounted at 10% per annum) $25,757,023
II-C Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,545,913
Oil and liquids (Bbls) 173,409
Net Present Value (discounted at 10% per annum) $16,798,551
II-D Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 9,645,488
Oil and liquids (Bbls) 172,825
Net Present Value (discounted at 10% per annum) $41,793,578
II-E Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 5,039,155
Oil and liquids (Bbls) 177,992
Net Present Value (discounted at 10% per annum) $21,072,334
-31-
II-F Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 3,552,595
Oil and liquids (Bbls) 337,510
Net Present Value (discounted at 10% per annum) $19,777,174
II-G Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 7,611,607
Oil and liquids (Bbls) 707,731
Net Present Value (discounted at 10% per annum) $42,091,656
II-H Partnership:
- ----------------
Estimated proved reserves:
Gas (Mcf) 1,840,781
Oil and liquids (Bbls) 164,943
Net Present Value (discounted at 10% per annum) $10,059,084
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes
and net present values to differ from the reserve reports prepared by the
General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
-32-
Significant Properties
The following table sets forth the number and percent of each
Partnership's total wells which are operated by affiliates of the Partnerships
as of December 31, 2005:
Operated Wells
---------------------------------------
Partnership Number Percent
----------- ------ -------
II-A 68 6%
II-B 40 17%
II-C 56 15%
II-D 38 14%
II-E 44 2%
II-F 58 2%
II-G 58 2%
II-H 58 2%
The following tables set forth certain well and reserve information as of
December 31, 2005 for each oil and gas basin which holds a significant portion
of the value of the Partnerships' properties. The tables contain the following
information for each such basin: (i) the number of gross wells and net wells,
(ii) the number of wells in which only a non-working interest is owned, (iii)
the Partnership's total number of wells, (iv) the number and percentage of wells
operated by the Partnership's affiliates, (v) estimated proved oil reserves,
(vi) estimated proved gas reserves, and (vii) the present value (discounted at
10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento
Basin is located in central California, and the Uinta Basin is located in
northeast Utah.
-33-
Significant Properties as of December 31, 2005
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- --------- --------- -----------
II-A Partnership:
Anadarko 128 8.09 72 200 35 18% 36,703 3,458,472 $14,863,670
Permian 441 2.50 4 445 13 3% 135,841 1,112,807 6,060,988
Gulf Coast 275 12.37 - 275 - - 152,182 351,439 4,728,238
II-B Partnership:
Anadarko 41 4.48 18 59 11 19% 17,280 1,859,525 $ 7,740,657
Uinta 15 1.53 3 18 - - 233,836 487,334 4,924,432
Permian 15 1.79 - 15 13 87% 28,808 1,098,547 4,303,503
Southern Okla.
Folded Belt 15 4.27 2 17 15 88% 68,201 896,390 3,983,292
II-C Partnership:
Anadarko 89 4.27 40 129 17 13% 16,167 1,770,066 $ 7,901,387
Southern Okla.
Folded Belt 18 1.93 2 20 18 90% 29,674 573,410 2,384,840
Uinta 15 .66 3 18 - - 100,215 209,509 2,114,281
Permian 17 .81 1 18 13 72% 12,396 552,899 2,039,614
II-D Partnership:
Anadarko 55 7.39 25 80 8 10% 23,635 3,457,619 $15,298,481
Sacramento 43 7.11 - 43 - - - 1,611,552 8,246,053
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnerships.
-34-
Significant Properties as of December 31, 2005
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- -------- --------- -----------
<c>
II-E Partnership:
Permian 722 3.96 1,709 2,431 6 - 129,028 2,017,363 $ 8,387,499
Anadarko 50 1.95 27 77 22 29% 5,242 1,299,540 5,614,664
Southern Okla.
Folded Belt 1 .18 - 1 1 100% 6,525 1,017,691 2,956,042
Gulf Coast 45 2.99 12 57 14 25% 24,144 325,097 2,048,760
II-F Partnership:
Permian 717 6.44 1,709 2,426 2 - 312,878 1,822,610 $11,802,804
Anadarko 58 2.18 27 85 28 33% 4,621 1,346,482 6,120,845
II-G Partnership:
Permian 717 13.47 1,709 2,426 2 - 653,593 3,813,625 $24,672,863
Anadarko 58 4.62 27 85 28 33% 9,911 2,869,373 13,021,036
II-H Partnership:
Permian 717 3.11 1,709 2,426 2 - 151,288 881,585 $ 5,708,125
Anadarko 58 1.10 27 85 28 33% 2,396 684,709 3,107,451
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnerships.
-35-
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
A lawsuit styled Robert W. Scott, Individually and as Managing Member of
R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The
lawsuit seeks class action certification and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment statutes. A number of these royalty
and overriding royalty payments burdened the interests of the II-C and II-D
Partnerships. In February 2003, Samson made a supplemental payment to the
royalty and overriding royalty interest owners who were potential class members
of amounts which were then thought to have been improperly deducted plus
statutory interest thereon. The applicable portions of these payments, $2,548.31
and $26,768.96, respectively, were recouped from the II-C and II-D Partnerships
in the first quarter of 2003. The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming Royalty Payment Act. Samson intends to
vigorously defend this claim. On May 13, 2005 the trial court certified this
lawsuit as a class action and denied Samson's motion for summary judgment. On
June 25, 2005 the Wyoming Supreme Court denied Samson's request for it to review
these decisions.
Except as described above, to the knowledge of the General Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2005.
-36-
PART II.
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 1, 2006, the number of Units outstanding and the approximate
number of Limited Partners of record in the Partnerships were as follows:
Number of Numbers of
Partnership Units Limited Partners
----------- --------- ----------------
II-A 484,283 3,122
II-B 361,719 1,939
II-C 154,621 1,041
II-D 314,878 2,149
II-E 228,821 1,629
II-F 171,400 1,313
II-G 372,189 2,000
II-H 91,711 942
Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties, some of which
are facilitated by secondary trading firms and matching services. In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purposes of
this Annual Report, a Unit represents an initial subscription of $100 to the
Partnership.
-37-
Repurchase Offer Prices
-----------------------
2004 2005 2006
------------------------ ------------------------ ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
II-A $15 $14 $19 $17 $15 $13 $25 $23 $20
II-B 14 13 19 17 16 14 26 24 20
II-C 23 22 29 26 24 22 37 35 31
II-D 29 27 30 28 26 24 40 38 34
II-E 21 19 25 23 22 20 33 32 27
II-F 23 20 31 28 26 23 42 39 35
II-G 23 20 30 28 25 22 41 38 34
II-H 22 20 30 27 25 22 40 37 33
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. 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.
-38-
The following is a summary of cash distributions paid to the Limited
Partners during 2004 and 2005 and the first quarter of 2006.
Cash Distributions
------------------
2004
------------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ ------
II-A $1.54 $1.32 $1.63 $1.89
II-B 1.38 1.30 1.56 1.90
II-C 1.77 1.55 1.83 2.26
II-D 1.74 1.63 1.69 2.29
II-E 1.61 1.63 1.70 2.05
II-F 2.45 2.82 2.46 2.84
II-G 2.39 2.77 2.42 2.77
II-H 2.28 2.63 2.21 2.66
2005 2006
------------------------------------------------ ------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ ------ ------
II-A $1.90 $1.95 $1.93 $2.12 $3.05
II-B 1.82 1.95 1.69 2.05 3.27
II-C 2.10 2.43 2.16 2.55 4.07
II-D 1.95 2.53 1.90 2.58 4.10
II-E 1.73 1.72 1.76 1.93 4.37
II-F 2.51 2.72 3.21 3.39 4.18
II-G 2.45 2.69 3.15 3.31 4.08
II-H 2.32 2.48 2.97 3.17 3.91
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."
-39-
Selected Financial Data
II-A Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $7,734,290 $5,941,698 $5,580,423 $3,781,863 $4,812,392
Net Income:
Limited Partners 4,554,784 3,284,043 3,062,786 1,457,582 1,583,821
General Partner 542,706 382,655 360,046 187,523 249,356
Total 5,097,490 3,666,698 3,422,832 1,645,105 1,833,177
Limited Partners' Net
Income per Unit 9.41 6.78 6.32 3.01 3.27
Limited Partners' Cash
Distributions per
Unit 7.90 6.38 5.03 2.49 7.41
Total Assets 6,732,064 5,413,607 5,073,056 4,165,182 3,841,529
Partners' Capital
(Deficit):
Limited Partners 5,359,722 4,632,938 4,436,895 3,811,109 3,559,527
General Partner ( 132,231) ( 201,586) ( 232,071) ( 241,784) ( 285,152)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
-40-
Selected Financial Data
II-B Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $5,726,829 $4,385,735 $3,857,240 $2,612,932 $3,677,731
Net Income:
Limited Partners 3,316,237 2,429,208 2,049,029 857,193 1,807,584
General Partner 397,678 281,206 242,175 116,853 218,951
Total 3,713,915 2,710,414 2,291,204 974,046 2,026,535
Limited Partners' Net
Income per Unit 9.17 6.72 5.66 2.37 5.00
Limited Partners' Cash
Distributions per
Unit 7.51 6.14 4.62 2.01 6.41
Total Assets 4,547,709 3,672,534 3,401,746 2,810,167 2,621,540
Partners' Capital
(Deficit):
Limited Partners 4,005,103 3,410,866 3,203,658 2,826,629 2,701,436
General Partner ( 178,888) ( 232,828) ( 254,807) ( 264,786) ( 302,054)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
-41-
Selected Financial Data
II-C Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,030,291 $2,119,207 $1,898,285 $1,284,421 $1,640,398
Net Income:
Limited Partners 1,887,279 1,208,720 1,017,928 615,932 842,315
General Partner 220,836 139,610 121,224 77,229 102,759
Total 2,108,115 1,348,330 1,139,152 693,161 945,074
Limited Partners' Net
Income per Unit 12.21 7.82 6.58 3.98 5.45
Limited Partners' Cash
Distributions per
Unit 9.24 7.41 5.42 3.26 8.86
Total Assets 2,340,077 1,722,761 1,645,411 1,391,833 1,238,646
Partners' Capital
(Deficit):
Limited Partners 2,071,380 1,612,101 1,549,381 1,370,453 1,258,521
General Partner ( 57,416) ( 96,672) ( 106,418) ( 98,831) ( 130,178)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
-42-
Selected Financial Data
II-D Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $6,460,428 $4,396,651 $3,898,950 $2,856,941 $3,581,469
Net Income:
Limited Partners 4,125,010 2,408,986 1,936,342 2,391,740 1,608,081
General Partner 479,909 284,260 243,043 283,947 209,788
Total 4,604,919 2,693,246 2,179,385 2,675,687 1,817,869
Limited Partners' Net
Income per Unit 13.10 7.65 6.15 7.60 5.11
Limited Partners' Cash
Distributions per
Unit 8.96 7.35 5.00 6.46 10.91
Total Assets 5,137,152 3,452,048 3,360,141 2,915,283 2,418,532
Partners' Capital
(Deficit):
Limited Partners 4,452,078 3,150,068 3,055,082 2,695,740 2,339,000
General Partner ( 65,352) ( 174,338) ( 190,287) ( 76,044) ( 238,692)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
-43-
Selected Financial Data
II-E Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,949,949 $2,788,915 $2,747,176 $1,954,057 $2,561,210
Net Income:
Limited Partners 2,412,312 1,462,780 1,512,784 892,565 1,085,511
General Partner 286,914 181,054 181,131 115,203 149,947
Total 2,699,226 1,643,834 1,693,915 1,007,768 1,235,458
Limited Partners' Net
Income per Unit 10.54 6.39 6.61 3.90 4.74
Limited Partners' Cash
Distributions per
Unit 7.14 6.99 6.01 2.33 8.82
Total Assets 3,532,158 2,589,335 2,622,429 2,385,354 2,084,248
Partners' Capital
(Deficit):
Limited Partners 3,164,643 2,384,331 2,519,551 2,380,767 2,021,202
General Partner ( 67,016) ( 132,096) ( 129,173) ( 131,864) ( 162,380)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
-44-
Selected Financial Data
II-F Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,860,385 $2,876,134 $2,639,281 $1,900,007 $2,487,886
Net Income:
Limited Partners 2,565,057 1,668,244 1,593,959 987,108 1,345,727
General Partner 296,975 203,874 189,788 129,511 177,055
Total 2,862,032 1,872,118 1,783,747 1,116,619 1,522,782
Limited Partners' Net
Income per Unit 14.97 9.73 9.30 5.76 7.85
Limited Partners' Cash
Distributions per
Unit 11.83 10.57 8.94 4.96 11.09
Total Assets 2,941,149 2,336,860 2,310,868 2,153,885 1,970,061
Partners' Capital
(Deficit):
Limited Partners 2,611,787 2,073,730 2,217,486 2,155,527 2,017,419
General Partner ( 46,261) ( 98,202) ( 91,417) ( 95,526) ( 118,848)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
-45-
Selected Financial Data
II-G Partnership
----------------
2005 2004 2003 2002 2001
---------- ------------ ------------ ------------ ------------
Oil and Gas Sales $8,215,826 $6,116,875 $5,605,691 $4,023,806 $5,285,009
Net Income:
Limited Partners 5,469,396 3,546,447 3,393,388 2,092,430 2,861,002
General Partner 633,469 434,649 404,263 274,972 376,956
Total 6,102,865 3,981,096 3,797,651 2,367,402 3,237,958
Limited Partners' Net
Income per Unit 14.70 9.53 9.12 5.62 7.69
Limited Partners' Cash
Distributions per
Unit 11.60 10.35 8.73 4.95 11.06
Total Assets 6,299,990 5,004,538 4,950,432 4,606,106 4,259,746
Partners' Capital
(Deficit):
Limited Partners 5,491,667 4,341,271 4,646,824 4,501,436 4,251,006
General Partner 9,830 ( 101,669) ( 87,509) ( 97,205) ( 146,206)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
-46-
Selected Financial Data
II-H Partnership
----------------
2005 2004 2003 2002 2001
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,948,662 $1,460,050 $1,335,792 $ 954,336 $1,257,427
Net Income:
Limited Partners 1,270,771 822,594 786,078 474,052 660,235
General Partner 147,335 101,267 93,794 62,658 87,334
Total 1,418,106 923,861 879,872 536,710 747,569
Limited Partners' Net
Income per Unit 13.86 8.97 8.57 5.17 7.20
Limited Partners' Cash
Distributions per
Unit 10.94 9.78 8.13 4.41 10.35
Total Assets 1,488,575 1,186,870 1,176,280 1,086,200 992,829
Partners' Capital
(Deficit):
Limited Partners 1,325,244 1,057,473 1,131,879 1,090,801 1,021,749
General Partner ( 28,897) ( 54,377) ( 51,046) ( 53,547) ( 65,089)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
-47-
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 accuracy of third party payments and billings, the general
economic climate, the supply and price of foreign imports of oil and gas, the
level of consumer product demand, and the price and availability of alternative
fuels. Should one or more of these risks or uncertainties occur or should
estimates or underlying assumptions prove incorrect, actual conditions or
results may vary materially and adversely from those stated, anticipated,
believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The primary source of
liquidity and Partnership cash distributions comes from the net revenues
generated from the sale of oil and gas produced from the Partnerships' oil and
gas properties. The level of net revenues is highly dependent upon the prices
received for oil and gas sales, which prices have historically been very
volatile and may continue to be so. Additionally, lower oil and natural gas
prices may reduce the amount of oil and gas that is economic to produce and
reduce the Partnerships' revenues and cash flow. Various factors beyond the
Partnerships' control will affect prices for oil and natural gas, such as:
-48-
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of the Organization of Petroleum Exporting
Countries ("OPEC") to agree upon and maintain oil prices and production
quotas;
* Political instability or armed conflict in oil-producing regions or
around major shipping areas;
* The level of consumer demand and overall economic activity;
* The competitiveness of alternative fuels;
* Weather conditions and the impact of weather-related events;
* The availability of pipelines for transportation;
* Domestic and foreign government regulations and taxes; and
* Market expectations.
It is not possible to predict the future direction of oil or natural
gas prices or whether the above discussed trends will remain. Operating costs,
including General and Administrative Expenses, may not decline over time, may
increase, or may experience only a gradual decline, thus adversely affecting net
revenues as either production or oil and natural gas prices decline. In any
particular period, net revenues may also be affected by either the receipt of
proceeds from property sales or the incursion of additional costs as a result of
well workovers, recompletions, new well drilling, and other events.
In addition to pricing, the level of net revenues is also highly dependent
upon the total volumes of oil and natural gas sold. Oil and gas reserves are
depleting assets and will experience production declines over time, thereby
likely resulting in reduced net revenues. Despite this general trend of
declining production, several factors can cause the volumes of oil and gas sold
to increase, remain relatively constant, or decrease at an even greater rate
over a given period. These factors include, but are not limited to:
* Geophysical conditions which cause an acceleration of the decline in
production;
* The shutting in of wells (or the opening of previously shut-in wells)
due to low oil and gas prices (or high oil and gas prices), mechanical
difficulties, loss of a market or transportation, or performance of
workovers, recompletions, or other operations in the well;
* Prior period volume adjustments (either positive or negative) made by
operators of the properties;
* Adjustments in ownership or rights to production in accordance with
agreements governing the operation or ownership of the well (such as
adjustments that occur at payout or due to gas balancing); and
* Completion of enhanced recovery projects which increase production for
the well.
-49-
Many of these factors are very significant as related to a single well or as
related to many wells over a short period of time. However, due to the large
number of wells owned by the Partnerships, these factors are generally not
material as compared to the normal decline in production experienced on all
remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnership's results of operations for the year ended
December 31, 2005 as compared to the year ended December 31, 2004 and for the
year ended December 31, 2004 as compared to the year ended December 31, 2003.
II-A Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $1,793,000 (30.2%) in 2005 as compared
to 2004. Of this increase (i) $912,000 and $1,145,000, respectively, were
related to increases in the average prices of oil and gas sold and (ii) $30,000
was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of $294,000 related to a decrease in volumes of
oil sold. Volumes of oil sold decreased 7,752 barrels, while volumes of gas sold
increased 5,598 Mcf in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to (i) normal
declines in production and (ii) a negative prior period volume adjustment made
in 2005 by the operator on one significant well. The increase in volumes of gas
sold was primarily due to (i) positive prior period volume adjustments made in
2005 by the operators on several wells; (ii) one significant well returning to
production during mid 2005 following the resolution of transportation problems
associated with line pressure; and (iii) the successful completion of several
wells during late 2004 and early to mid 2005. These increases in volumes sold
were substantially offset by normal declines in production.
Average oil and gas prices increased to $53.66 per barrel and $7.10 per
Mcf, respectively, in 2005 from $37.89 per barrel and $5.35 per Mcf,
respectively, in 2004.
-50-
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $166,000 (10.8%) in 2005 as compared to 2004. This
increase was primarily due to the following 2005 activities: (i) workover
expenses incurred on several wells; (ii) an increase in production taxes
associated with the increase in oil and gas sales; and (iii) positive prior
period lease operating expense adjustments. These increases were partially
offset by (i) workover expenses incurred on several other wells during 2004 and
(ii) a 2005 reversal of $27,000 of a charge previously accrued for a judgment.
As a percentage of oil and gas sales, these expenses decreased to 22.1% in 2005
from 25.9% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $185,000 (85.6%) in 2005 as compared to 2004. Of this
increase (i) $112,000 was due to the depletion of additional capitalized costs
of oil and gas properties as a result of the upward revision in the estimate of
the asset retirement obligations, of which $71,000 was related to previously
fully depleted wells, and (ii) $24,000 was due to accretion of these additional
asset retirement obligations. This increase was also due to downward revisions
in the estimates of remaining oil and gas reserves after an unsuccessful 2005
recompletion attempt on one significant well. As a percentage of oil and gas
sales, this expense increased to 5.2% in 2005 from 3.6% in 2004, primarily due
to the dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.3%
in 2005 from 9.4% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $64,908,357 or 134.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $361,000 (6.5%) in 2004 as compared to
2003. Of this increase $650,000 and $300,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of $245,000 and $344,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased
8,748 barrels and 70,505 Mcf, respectively, in 2004 as compared to 2003.
The decrease in volumes of oil sold was primarily due to (i) normal
declines in production and (ii) a positive prior period
-51-
volume adjustment made by the operator on one significant well during 2003. The
decrease in volumes of gas sold was primarily due to (i) normal declines in
production and (ii) downward revisions in the estimates of remaining gas
reserves on one significant well resulting in the II-A Partnership becoming over
produced in excess of estimated ultimate reserves thereby increasing gas
imbalance payable.
Average oil and gas prices increased to $37.89 per barrel and $5.35 per
Mcf, respectively, in 2004 from $27.97 per barrel and $4.88 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $132,000 (9.4%) in 2004 as compared to 2003. This
increase was primarily due to: (i) workover expenses incurred on several wells
during 2004; (ii) an increase in production taxes associated with the increase
in oil and gas sales; and (iii) an increase in salt water disposal expenses on
one significant well during 2004 as compared to 2003. These increases were
partially offset by a decrease in lease operating expenses associated with the
decreases in volumes of oil and gas sold. As a percentage of oil and gas sales,
these expenses increased to 25.9% in 2004 from 25.2% in 2003.
DD&A of oil and gas properties increased $5,000 (2.5%) in 2004 as compared
to 2003. As a percentage of oil and gas sales, this expense decreased to 3.6% in
2004 from 3.8% in 2003.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2004 from 10.1% in 2003.
II-B Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $1,341,000 (30.6%) in 2005 as compared
to 2004. Of this increase $576,000 and $957,000, respectively, were related to
increases in the average prices of oil and gas sold. Volumes of oil and gas sold
decreased 2,462 barrels and 18,826 Mcf, respectively, in 2005 as compared to
2004. Average oil and gas prices increased to $53.37 per barrel and $6.96 per
Mcf, respectively, in 2005 from $38.97 per barrel and $5.10 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $151,000 (13.3%) in 2005 as compared to 2004. This
increase was primarily due to: (i) 2005 workover expenses incurred on two
significant wells and (ii) an increase in production taxes associated with the
increase in
-52-
oil and gas sales. As a percentage of oil and gas sales, these expenses
decreased to 22.6% in 2005 from 26.0% in 2004, primarily due to the increase in
oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $162,000 (104.7%) in 2005 as compared to 2004. This
increase was primarily due to downward revisions in the estimates of remaining
oil and gas reserves following an unsuccessful 2005 recompletion attempt on one
significant well. This increase was also due to increases of (i) $52,000 due to
the depletion of additional capitalized costs of oil and gas properties as a
result of the upward revision in the estimate of the asset retirement
obligations, of which $37,000 was related to previously fully depleted wells,
and (ii) $8,000 due to accretion of these additional asset retirement
obligations. As a percentage of oil and gas sales, this expense increased to
5.5% in 2005 from 3.5% in 2004, primarily due to the dollar increase in DD&A of
oil and gas properties.
General and administrative expenses increased $6,000 (1.3%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.5% in 2005 from 9.6% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $46,672,916 or 129.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $528,000 (13.7%) in 2004 as compared to
2003. Of this increase $409,000 and $219,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by a decrease of $63,000 related to a decrease in volumes of
gas sold. Volumes of oil and gas sold decreased 1,252 barrels and 13,512 Mcf,
respectively, in 2004 as compared to 2003. Average oil and gas prices increased
to $38.97 per barrel and $5.10 per Mcf, respectively, in 2004 from $29.33 per
barrel and $4.69 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $142,000 (14.2%) in 2004 as compared to 2003. This
increase was primarily due to: (i) an increase in salt water disposal expenses
on one significant well during 2004 as compared to 2003; (ii) an increase in
production taxes associated with the increase in oil and gas sales; and (iii)
workover expenses incurred on one significant well during 2004. These increases
were partially offset by a decrease in lease operating expenses associated with
the decreases in volumes
-53-
of oil and gas sold. As a percentage of oil and gas sales, these expenses
increased to 26.0% in 2004 from 25.9% in 2003.
DD&A of oil and gas properties remained relatively constant in 2004 and
2003. As a percentage of oil and gas sales, this expense decreased to 3.5% in
2004 from 4.0% in 2003, primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.6%
in 2004 from 11.0% in 2003, primarily due to the increase in oil and gas sales.
II-C Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $911,000 (43.0%) in 2005 as compared to
2004. Of this increase (i) $214,000 and $603,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $115,000 was
related to an increase in volumes of gas sold. Volumes of oil sold decreased 548
barrels, while volumes of gas sold increased 22,782 Mcf.
The increase in volumes of gas sold in 2005 was primarily due to: (i) the
first receipt of revenues on one significant well; (ii) an increase in
production on several wells following the successful workovers of those wells;
and (iii) an increase in production on one significant well after its return to
production following the resolution of transportation problems associated with
line pressure. These increases were partially offset by normal declines in
production.
Average oil and gas prices increased to $53.36 per barrel and $6.92 per
Mcf, respectively, in 2005 from $38.92 per barrel and $5.05 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $85,000 (16.3%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) 2005 workover expenses incurred
on several wells. These increases were partially offset by workover expenses
incurred on several other wells during 2004. As a percentage of oil and gas
sales, these expenses decreased to 20.1% in 2005 from 24.7% in 2004, primarily
due to the increase in oil and gas sales.
-54-
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $52,000 (73.9%) in 2005 as compared to 2004. This increase
was primarily due to downward revisions in the estimates of remaining oil and
gas reserves following an unsuccessful 2005 recompletion attempt on one
significant well. This increase was also due to increases of (i) $18,000 due to
the depletion of additional capitalized costs of oil and gas properties as a
result of the upward revision in the estimate of the asset retirement
obligations, of which $12,000 was related to previously fully depleted wells,
and (ii) $3,000 due to accretion of these additional asset retirement
obligations. As a percentage of oil and gas sales, this expense increased to
4.1% in 2005 from 3.3% in 2004, primarily due to the dollar increase in DD&A of
oil and gas properties.
General and administrative expenses increased $7,000 (3.5%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.6% in 2005 from 9.1% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $22,090,686 or 142.87% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $221,000 (11.6%) in 2004 as compared to
2003. Of this increase $145,000 and $154,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by a decrease of $65,000 related to a decrease in volumes of
gas sold. Volumes of oil and gas sold decreased 441 barrels and 14,281 Mcf,
respectively, in 2004 as compared to 2003. Average oil and gas prices increased
to $38.92 per barrel and $5.05 per Mcf, respectively, in 2004 from $29.48 per
barrel and $4.54 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $39,000 (8.1%) in 2004 as compared to 2003. As a
percentage of oil and gas sales, these expenses decreased to 24.7% in 2004 from
25.5% in 2003.
DD&A of oil and gas properties decreased $13,000 (15.4%) in 2004 as
compared to 2003, primarily due to (i) the decreases in volumes of oil and gas
sold and (ii) upward revisions in the estimates of remaining oil and gas
reserves during 2004. As a percentage of oil and gas sales, this expense
decreased to 3.3% in 2004 from 4.4% in 2003. This percentage decrease was
primarily due to (i) the dollar decrease in DD&A of oil and gas properties and
(ii) the increases in the average prices of oil and gas sold.
-55-
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1%
in 2004 from 10.2% in 2003, primarily due to the increase in oil and gas sales.
II-D Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $2,064,000 (46.9%) in 2005 as compared
to 2004. Of this increase (i) $288,000 and $1,525,000, respectively, were
related to increases in the average prices of oil and gas sold and (ii) $383,000
was related to an increase in volumes of gas sold. These increases were
partially offset by a decrease of $132,000 related to a decrease in volumes of
oil sold. Volumes of oil sold decreased 3,453 barrels, while volumes of gas sold
increased 75,445 Mcf in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to normal declines
in production. The increase in volumes of gas sold was primarily due to: (i) an
increase in production on several wells following the successful workovers of
those wells; (ii) one significant well returning to production during mid 2005
following the resolution of transportation problems associated with line
pressure; and (iii) the first receipt of revenues on one significant well. These
increases were partially offset by normal declines in production.
Average oil and gas prices increased to $51.54 per barrel and $7.12 per
Mcf, respectively, in 2005 from $38.36 per barrel and $5.08 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $103,000 (8.8%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
several wells during 2005. These increases were partially offset by workover
expenses incurred on several other wells during 2004. As a percentage of oil and
gas sales, these expenses decreased to 19.7% in 2005 from 26.5% in 2004,
primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $66,000 (37.8%) in 2005 as compared to 2004. Of this
increase (i) $65,000 was due to the depletion of additional capitalized costs of
oil and gas properties as a
-56-
result of the upward revision in the estimate of the asset retirement
obligations, of which $42,000 was related to previously fully depleted wells and
(ii) $13,000 was due to accretion of these additional asset retirement
obligations. The DD&A increase was also due to one significant well being fully
depleted during 2005 due to the lack of remaining reserves. All of these
increases were partially offset by (i) the receipt in 2005 of equipment credits
on an abandoned well and (ii) two significant wells being substantially depleted
during 2004 due to the lack of remaining reserves. As a percentage of oil and
gas sales, DD&A decreased to 3.7% in 2005 from 3.9% in 2004.
General and administrative expenses increased $6,000 (1.6%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.8% in 2005 from 8.4% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $46,050,903 or 146.25% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $498,000 (12.8%) in 2004 as compared to
2003. Of this increase (i) $246,000 and $425,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $52,000 was related
to an increase in volumes of oil sold. These increases were partially offset by
a decrease of $225,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 1,830 barrels, while volumes of gas sold decreased 50,655 Mcf
in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to an increase in
production on one significant well following successful repairs of its
mechanical problems during late 2003, which increase was partially offset by
normal declines in production.
Average oil and gas prices increased to $38.36 per barrel and $5.08 per
Mcf, respectively, in 2004 from $28.65 per barrel and $4.45 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $91,000 (8.5%) in 2004 as compared to 2003. This
increase was primarily due to (i) workover expenses incurred on several wells
during 2004 and (ii) an increase in production taxes associated with the
increase in oil and gas sales. These increases were partially offset by (i)
workover expenses incurred on several other wells during 2003 and (ii) a
positive prior period lease operating expense adjustment made by the operator on
one significant well during 2003. As a
-57-
percentage of oil and gas sales, these expenses decreased to 26.5% in 2004 from
27.6% in 2003.
DD&A of oil and gas properties decreased $108,000 (38.3%) in 2004 as
compared to 2003. This decrease was primarily due to: (i) the abandonment of one
significant well during 2003 due to severe mechanical problems; (ii) the
decrease in volumes of gas sold; and (iii) upward revisions in the estimates of
remaining oil and gas reserves during 2004. These decreases were partially
offset by one significant well being fully depleted during 2004 due to the lack
of remaining reserves. As a percentage of oil and gas sales, this expense
decreased to 3.9% in 2004 from 7.2% in 2003. This percentage decrease was
primarily due to the dollar decrease in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.4%
in 2004 from 9.6% in 2003. This percentage decrease was primarily due to the
increase in oil and gas sales.
II-E Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $1,161,000 (41.6%) in 2005 as compared
to 2004. Of this increase (i) $264,000 and $835,000, respectively, were related
to increases in the average prices of oil and gas sold and (ii) $69,000 was
related to an increase in volumes of gas sold. These increases were partially
offset by a decrease of $7,000 related to a decrease in volumes of oil sold.
Volumes of oil sold decreased 184 barrels, while volumes of gas sold
increased 13,429 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was primarily due to (i) negative prior period volume adjustments made by
the operators on several wells during 2005 and (ii) normal declines in
production. These decreases were partially offset by: (i) positive prior period
volume adjustments made by the operators on several other wells during 2005;
(ii) the successful completion of two new wells; and (iii) an increase in
production on one significant well following the successful workover of that
well.
The increase in volumes of gas sold was primarily due to (i) an increase
in production on one significant well following the successful workover of that
well and (ii) positive prior period volume adjustments made by the operators on
several wells during 2005. These increases were partially offset by normal
declines
-58-
in production and a negative 2005 prior period volume adjustment made by the
operator on one significant well.
Average oil and gas prices increased to $52.60 per barrel and $7.10 per
Mcf, respectively, in 2005 from $37.88 per barrel and $5.13 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $101,000 (14.7%) in 2005 as compared to 2004. This
increase was primarily due to: (i) an increase in production taxes associated
with the increase in oil and gas sales; (ii) workover expenses incurred on
several wells during 2005; and (iii) an increase in salt water disposal expenses
incurred on one significant unit during 2005 as compared to 2004. These
increases were partially offset by workover expenses incurred on several other
wells during 2004. As of the date of this Annual Report, management anticipates
that the salt water disposal expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales, these expenses decreased to 19.9% in 2005
from 24.5% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $3,000 (1.4%) in 2005 as compared to 2004. Of this increase
(i) $37,000 was due to the depletion of additional capitalized costs of oil and
gas properties as a result of the upward revision in the estimate of the asset
retirement obligations, of which $13,000 was related to previously fully
depleted wells and (ii) $7,000 was due to accretion of these additional asset
retirement obligations. This increase was also due to one significant well being
fully depleted during 2005 due to the lack of remaining reserves. These
increases were partially offset by two significant wells being substantially
depleted during 2004 due to the lack of remaining reserves. As a percentage of
oil and gas sales, this expense decreased to 5.2% in 2005 from 7.2% in 2004,
primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $5,000 (2.0%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 7.1% for 2005 from 9.9% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $31,931,574 or 139.55% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $42,000 (1.5%) in 2004 as compared to
2003. Of this increase $155,000 and $185,000,
-59-
respectively, were related to increases in the average prices of oil and gas
sold. These increases were partially offset by decreases of $29,000 and
$269,000, respectively, related to decreases in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 996 barrels and 57,609 Mcf,
respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold
was primarily due to (i) normal declines in production and (ii) a negative prior
period volume adjustment made by the operator on one significant well during
2004. These decreases were partially offset by (i) positive prior period volume
adjustments made by the operators during 2004 on two significant wells and (ii)
a similar negative prior period volume adjustment made during 2003 on another
significant well.
The decrease in volumes of gas sold was primarily due to: (i) normal
declines in production; (ii) the shutting-in of one significant well during 2004
in order to redirect the flow of gas to a pipeline with available capacity; and
(iii) a negative prior period volume adjustment made by the operator on another
significant well during 2004. These decreases were partially offset by a
positive prior period volume adjustment made by the operator on one significant
well during 2004.
Average oil and gas prices increased to $37.88 per barrel and $5.13 per
Mcf, respectively, in 2004 from $29.32 per barrel and $4.68 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $19,000 (2.8%) in 2004 as compared to 2003. This
increase was primarily due to workover expenses incurred on several wells during
2004. This increase was partially offset by: (i) a decrease in lease operating
expenses associated with the decreases in volumes of oil and gas sold; (ii)
positive prior period lease operating expense adjustments made in 2003 on two
significant wells; and (iii) a negative prior period production tax adjustment
made in 2004 by the operator on one significant well. As a percentage of oil and
gas sales, these expenses increased to 24.5% in 2004 from 24.2% in 2003.
DD&A of oil and gas properties increased $64,000 (46.8%) in 2004 as
compared to 2003. This increase was primarily due to two significant wells being
substantially depleted during 2004 due to the lack of remaining reserves. This
increase was partially offset by (i) the decreases in volumes of oil and gas
sold and (ii) upward revisions in the estimates of remaining oil and gas
reserves during 2004. As a percentage of oil and gas sales, this expense
increased to 7.2% in 2004 from 5.0% in 2003, primarily due to the dollar
increase in DD&A of oil and gas properties.
General and administrative expenses decreased $3,000 (1.0%) in 2004 as
compared to 2003. As a percentage of oil and gas
-60-
sales, these expenses decreased to 9.9% in 2004 from 10.2% in 2003.
II-F Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $984,000 (34.2%) in 2005 as compared to
2004. Of this increase $388,000 and $733,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of $18,000 and $119,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased
484 barrels and 24,860 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative
prior period volume adjustments made by the operators on several wells during
2005; (ii) similar positive prior period volume adjustments made on other wells
during 2004; and (iii) normal declines in production. These decreases were
partially offset by: (i) positive prior period volume adjustments made by the
operators on several wells during 2005; (ii) the successful completion of two
new wells; and (iii) an increase in production on one significant well following
the successful workover of that well.
The decrease in volumes of gas sold was primarily due to: (i) a negative
prior period volume adjustment made by the operator on one significant well
during 2005; (ii) normal declines in production; and (iii) a positive prior
period volume adjustment included in the receipt of first revenues on one
significant well during 2004. These decreases were partially offset by (i)
positive prior period volume adjustments made by the operators on several wells
during 2005 and (ii) similar negative prior period volume adjustments made on
several other wells during 2004.
Average oil and gas prices increased to $51.57 per barrel and $6.72 per
Mcf, respectively, in 2005 from $36.43 per barrel and $4.78 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $51,000 (8.4%) in 2005 as compared to 2004. This
increase was primarily due to: (i)an increase in production taxes associated
with the increase in oil and gas sales; (ii) workover expenses incurred on
several wells during 2005; and (iii) an increase in salt water disposal
-61-
expenses incurred on one significant unit during 2005 as compared to 2004. These
increases were partially offset by workover expenses incurred on two significant
wells during 2004. As of the date of this Annual Report, management anticipates
that the salt water disposal expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales, these expenses decreased to 17.1% in 2005
from 21.2% in 2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties decreased $81,000 (37.6%) in 2005 as compared to 2004. This decrease
was primarily due to (i) one significant well being fully depleted during 2004
due to the lack of remaining reserves and (ii) the decreases in volumes of oil
and gas sold. These decreases were partially offset by: (i) an increase of
$17,000 due to the depletion of additional capitalized costs of oil and gas
properties as a result of the upward revision in the estimate of the asset
retirement obligations, of which $10,000 was related to previously fully
depleted wells; (ii) an increase of $5,000 due to accretion of these additional
asset retirement obligations; and (iii) one significant well being fully
depleted during 2005 due to the lack of remaining reserves. As a percentage of
oil and gas sales, this expense decreased to 3.5% in 2005 from 7.5% in 2004,
primarily due to (i) the dollar decrease in DD&A of oil and gas properties and
(ii) the increases in the average prices of oil and gas sold.
General and administrative expenses increased $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.6% in 2005 from 7.4% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $27,162,051 or 158.47% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $237,000 (9.0%) in 2004 as compared to
2003. Of this increase (i) $209,000 and $165,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $36,000 was related
to an increase in volumes of oil sold. These increases were partially offset by
a decrease of $173,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 1,255 barrels, while volumes of gas sold decreased 39,538 Mcf
in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior
period volume adjustments made by the operators on
-62-
several wells during 2004, which increases were partially offset by normal
declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative
prior period volume adjustments made by the operators on several wells during
2004 and (ii) normal declines in production. These decreases were partially
offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.43 per barrel and $4.78 per
Mcf, respectively, in 2004 from $28.40 per barrel and $4.37 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $36,000 (6.2%) in 2004 as compared to 2003. This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004; (ii) an increase in production taxes associated with the
increase in oil and gas sales; and (iii) an increase in production taxes
associated with the receipt of first revenues on one significant well during
2004. These increases were partially offset by (i) negative prior period
production tax adjustments made by the operator on several wells during 2004;
(ii) a decrease in lease operating expenses associated with the decrease in
volumes of gas sold; and (iii) workover expenses incurred on several wells
during 2003. As a percentage of oil and gas sales, these expenses decreased to
21.2% in 2004 from 21.7% in 2003.
DD&A of oil and gas properties increased $81,000 (60.1%) in 2004 as
compared to 2003. This increase was primarily due to one significant well being
fully depleted during 2004 due to lack of remaining reserves. This increase was
partially offset by (i) upward revisions in the estimates of remaining oil and
gas reserves during 2004 and (ii) the decrease in volumes of gas sold. As a
percentage of oil and gas sales, this expense increased to 7.5% in 2004 from
5.1% in 2003, primarily due to the dollar increase in DD&A of oil and gas
properties.
General and administrative expenses decreased $2,000 (1.0%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.4% in 2004 from 8.1% in 2003.
II-G Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $2,099,000 (34.3%) in 2005 as compared
to 2004. Of this increase $815,000 and $1,583,000,
-63-
respectively, were related to increases in the average prices of oil and gas
sold. These increases were partially offset by decreases of $30,000 and
$269,000, respectively, related to decreases in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 817 barrels and 56,041 Mcf, respectively,
in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative
prior period volume adjustments made by the operators on several wells during
2005; (ii) similar positive prior period volume adjustments made on other wells
during 2004; and (iii) normal declines in production. These decreases were
partially offset by: (i) positive prior period volume adjustments made by the
operators on several wells during 2005; (ii) the successful completion of two
new wells; and (iii) an increase in production on one significant well following
the successful workover of that well.
The decrease in volumes of gas sold was primarily due to: (i)a negative
prior period volume adjustment made by the operator on one significant well
during 2005; (ii) normal declines in production; and (iii) a positive prior
period volume adjustment included in the receipt of first revenues on one
significant well during 2004. These decreases were partially offset by (i)
positive prior period volume adjustments made by the operators on several wells
during 2005 and (ii) similar negative prior period volume adjustments made on
other wells during 2004.
Average oil and gas prices increased to $51.56 per barrel and $6.77 per
Mcf, respectively, in 2005 from $36.43 per barrel and $4.80 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $115,000 (8.8%) in 2005 as compared to 2004. This
increase was primarily due to: (i) an increase in production taxes associated
with the increase in oil and gas sales; (ii) workover expenses incurred in 2005
on several wells; and (iii) an increase in salt water disposal expenses incurred
on one significant unit during 2005 as compared to 2004. These increases were
partially offset by workover expenses incurred on two significant wells during
2004. As of the date of this Annual Report, management anticipates that the salt
water disposal expenses on this unit will remain at 2005 levels. As a percentage
of oil and gas sales, these expenses decreased to 17.2% in 2005 from 21.3% in
2004, primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties decreased $181,000 (38.3%) in 2005 as compared to 2004. This decrease
was primarily due to (i) one significant well being fully depleted during 2004
due to the lack of remaining reserves and (ii) the decreases in volumes of oil
and gas sold. These decreases were partially offset by: (i) an increase of
$36,000 due to the depletion of additional
-64-
capitalized costs of oil and gas properties as a result of the upward revision
in the estimate of the asset retirement obligations, of which $21,000 was
related to previously fully depleted wells; (ii) an increase of $10,000 due to
accretion of these additional asset retirement obligations; and (iii) one
significant well being fully depleted during 2005 due to the lack of remaining
reserves. As a percentage of oil and gas sales, this expense decreased to 3.5%
in 2005 from 7.7% in 2004, primarily due to (i) the dollar decrease in DD&A of
oil and gas properties and (ii) the increases in the average prices of oil and
gas sold.
General and administrative expenses increased $5,000 (1.1%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 5.3% in 2005 from 7.1% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $56,838,371 or 152.71% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $511,000 (9.1%) in 2004 as compared to
2003. Of this increase (i) $439,000 and $360,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $75,000 was related
to an increase in volumes of oil sold. These increases were partially offset by
a decrease of $363,000 related to a decrease in volumes of gas sold. Volumes of
oil sold increased 2,620 barrels, while volumes of gas sold decreased 82,756 Mcf
in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior
period volume adjustments made by the operators on several wells during 2004,
which increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative
prior period volume adjustments made by the operators on several wells during
2004 and (ii) normal declines in production. These decreases were partially
offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.43 per barrel and $4.80 per
Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $80,000 (6.5%) in 2004 as compared to 2003. This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004;
-65-
(ii) an increase in production taxes associated with the increase in oil and gas
sales; and (iii) an increase in production taxes associated with the receipt of
first revenues on one significant well during 2004. These increases were
partially offset by: (i) negative prior period production tax adjustments made
by the operators on several wells during 2004; (ii) a decrease in lease
operating expenses associated with the decrease in volumes of gas sold; and
(iii) workover expenses incurred on several wells during 2003. As a percentage
of oil and gas sales, these expenses decreased to 21.3% in 2004 from 21.8% in
2003.
DD&A of oil and gas properties increased $182,000 (62.8%) in 2004 as
compared to 2003, primarily due to one significant well being fully depleted
during 2004 due to the lack of remaining reserves. This increase was partially
offset by (i) upward revisions in the estimates of remaining oil and gas
reserves during 2004 and (ii) the decrease in volumes of gas sold. As a
percentage of oil and gas sales, this expense increased to 7.7% in 2004 from
5.2% in 2003, primarily due to the dollar increase in DD&A of oil and gas
properties.
General and administrative expenses decreased $5,000 (1.1%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses decreased
to 7.1% in 2004 from 7.8% in 2003.
II-H Partnership
----------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
Total oil and gas sales increased $489,000 (33.5%) in 2005 as compared to
2004. Of this increase $187,000 and $376,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of $9,000 and $65,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased
242 barrels and 13,478 Mcf, respectively, in 2005 as compared to 2004.
The decrease in volumes of oil sold was primarily due to: (i) negative
prior period volume adjustments made by the operators on several wells during
2005; (ii) similar positive prior period volume adjustments made on other wells
during 2004; and (iii) normal declines in production. These decreases were
partially offset by: (i) positive prior period volume adjustments made by the
operators on several wells during 2005; (ii) the successful completion of two
new wells; and (iii) an increase in
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production on one significant well following the successful workover of that
well.
The decrease in volumes of gas sold was primarily due to: (i) a negative
prior period volume adjustment made by the operator on one significant well
during 2005; (ii) normal declines in production; and (iii) a positive prior
period volume adjustment included in the receipt of first revenues on one
significant well during 2004. These decreases were partially offset by (i)
positive prior period volume adjustments made by the operators on several wells
during 2005 and (ii) similar negative prior period volume adjustments made on
other wells during 2004.
Average oil and gas prices increased to $51.46 per barrel and $6.76 per
Mcf, respectively, in 2005 from $36.44 per barrel and $4.82 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $24,000 (7.7%) in 2005 as compared to 2004. This
increase was primarily due to: (i) an increase in production taxes associated
with the increase in oil and gas sales; (ii) workover expenses incurred on
several wells during 2005; and (iii) an increase in salt water disposal expenses
incurred on one significant unit during 2005 as compared to 2004. These
increases were partially offset by workover expenses incurred on two significant
wells during 2004. As of the date of this Annual Report, management anticipates
that the salt water disposal expenses on this unit will remain at 2005 levels.
As a percentage of oil and gas sales, these expenses decreased to 17.4% in 2005
from 21.5% in 2004. This percentage decrease was primarily due to the increase
in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties decreased $45,000 (39.4%) in 2005 as compared to 2004, primarily due
to (i) one significant well being fully depleted during 2004 due to the lack of
remaining reserves and (ii) the decreases in volumes of oil and gas sold. These
decreases were partially offset by: (i) an increase of $9,000 due to the
depletion of additional capitalized costs of oil and gas properties as a result
of the upward revision in the estimate of the asset retirement obligations, of
which $5,000 was related to previously fully depleted wells; (ii) an increase of
$2,000 due to accretion of these additional asset retirement obligations; and
(iii) one significant well being fully depleted during 2005 due to the lack of
remaining reserves. As a percentage of oil and gas sales, this expense decreased
to 3.5% in 2005 from 7.8% in 2004, primarily due to (i) the dollar decrease in
DD&A of oil and gas properties and (ii) the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $6,000 (4.9%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.7% in 2005 from 8.5% in 2004, primarily due to the increase in oil and gas
sales.
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The Limited Partners have received cash distributions through December 31,
2005 totaling $13,209,364 or 144.03% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
--------------------------------------
Total oil and gas sales increased $124,000 (9.3%) in 2004 as compared to
2003. Of this increase (i) $102,000 and $91,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $17,000 was related
to an increase in volumes of oil sold. These increases were partially offset by
a decrease of approximately $86,000 related to a decrease in volumes of gas
sold. Volumes of oil sold increased 606 barrels, while volumes of gas sold
decreased 19,699 Mcf in 2004 as compared to 2003.
The increase in volumes of oil sold was primarily due to positive prior
period volume adjustments made by the operators on several wells during 2004,
which increases were partially offset by normal declines in production.
The decrease in volumes of gas sold was primarily due to (i) negative
prior period volume adjustments made by the operators on several wells during
2004 and (ii) normal declines in production. These decreases were partially
offset by the receipt of first revenues on one significant well during 2004.
Average oil and gas prices increased to $36.44 per barrel and $4.82 per
Mcf, respectively, in 2004 from $28.40 per barrel and $4.38 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $19,000 (6.5%) in 2004 as compared to 2003. This
increase was primarily due to: (i) workover expenses incurred on two significant
wells during 2004; (ii) an increase in production taxes associated with the
increase in oil and gas sales; and (iii) an increase in production taxes
associated with the receipt of first revenues on one significant well during
2004. These increases were partially offset by: (i) negative prior period
production tax adjustments made by the operator on several wells during 2004,
(ii) a decrease in lease operating expenses associated with the decrease in
volumes of gas sold; and (iii) workover expenses incurred on several wells
during 2003. As a percentage of oil and gas sales, these expenses decreased to
21.5% in 2004 from 22.1% in 2003.
DD&A of oil and gas properties increased $45,000 (65.7%) in 2004 as
compared to 2003, primarily due to one significant well being fully depleted
during 2004 due to the lack of remaining reserves. This increase was partially
offset by (i) upward
-68-
revisions in the estimates of remaining oil and gas reserves during 2004 and
(ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales,
this expense increased to 7.8% in 2004 from 5.1% in 2003, primarily due to the
dollar increase in DD&A of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 8.5%
in 2004 from 9.4% in 2003.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2005, 2004, and 2003. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
[Remainder of Page Intentionally Left Blank]
-69-
2005 Compared to 2004
---------------------
Average Sales Prices
- --------------------------------------------------------------------------
P/ship 2005 2004 % Change
- ------ ------------------ ------------------ -----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ---
II-A $53.66 $7.10 $37.89 $5.35 42% 33%
II-B 53.37 6.96 38.97 5.10 37% 36%
II-C 53.36 6.92 38.92 5.05 37% 37%
II-D 51.54 7.12 38.36 5.08 34% 40%
II-E 52.60 7.10 37.88 5.13 39% 38%
II-F 51.57 6.72 36.43 4.78 42% 41%
II-G 51.56 6.77 36.43 4.80 42% 41%
II-H 51.46 6.76 36.44 4.82 41% 40%
Production Volumes
- ----------------------------------------------------------------------------
P/ship 2005 2004 % Change
- ------ ------------------ ----------------- -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 57,813 652,272 65,565 646,674 (12%) 1%
II-B 40,011 516,244 42,473 535,070 ( 6%) ( 4%)
II-C 14,817 323,872 15,365 301,090 ( 4%) 8%
II-D 21,859 749,576 25,312 674,131 (14%) 11%
II-E 17,951 423,292 18,135 409,863 ( 1%) 3%
II-F 25,599 377,857 26,083 402,717 ( 2%) ( 6%)
II-G 53,848 803,073 54,665 859,114 ( 1%) ( 7%)
II-H 12,446 193,427 12,688 206,905 ( 2%) ( 7%)
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 2005 2004 % Change
------ ------ ----- --------
II-A $10.24 $8.88 15%
II-B 10.25 8.66 18%
II-C 8.86 7.99 11%
II-D 8.65 8.48 2%
II-E 8.86 7.91 12%
II-F 7.45 6.53 14%
II-G 7.54 6.57 15%
II-H 7.58 6.67 14%
-70-
2004 Compared to 2003
---------------------
Average Sales Prices
- --------------------------------------------------------------------------
P/ship 2004 2003 % Change
- ------ ------------------ ------------------ -----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ---
II-A $37.89 $5.35 $27.97 $4.88 35% 10%
II-B 38.97 5.10 29.33 4.69 33% 9%
II-C 38.92 5.05 29.48 4.54 32% 11%
II-D 38.36 5.08 28.65 4.45 34% 14%
II-E 37.88 5.13 29.32 4.68 29% 10%
II-F 36.43 4.78 28.40 4.37 28% 9%
II-G 36.43 4.80 28.40 4.38 28% 10%
II-H 36.44 4.82 28.40 4.38 28% 10%
Production Volumes
- ----------------------------------------------------------------------------
P/ship 2004 2003 % Change
- ------ ---------------- ----------------- -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 65,565 646,674 74,313 717,179 (12%) (10%)
II-B 42,473 535,070 43,725 548,582 ( 3%) ( 2%)
II-C 15,365 301,090 15,806 315,371 ( 3%) ( 5%)
II-D 25,312 674,131 23,482 724,786 8% ( 7%)
II-E 18,135 409,863 19,131 467,472 ( 5%) (12%)
II-F 26,083 402,717 24,828 442,255 5% ( 9%)
II-G 54,665 859,114 52,045 941,870 5% ( 9%)
II-H 12,688 206,905 12,082 226,604 5% ( 9%)
Average Production Costs
per Equivalent Barrel of Oil
-------------------------------------
P/ship 2004 2003 % Change
------ ----- ----- --------
II-A $8.88 $7.26 22%
II-B 8.66 7.39 17%
II-C 7.99 7.09 13%
II-D 8.48 7.46 14%
II-E 7.91 6.85 15%
II-F 6.53 5.82 12%
II-G 6.57 5.84 13%
II-H 6.67 5.92 13%
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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
generally are not reinvested in productive assets, except to the extent that
producing wells are improved, where methods are employed to permit more
efficient recovery of reserves, or where identified developmental drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact. Assuming 2005 production levels for future years, the Partnerships
proved reserve quantities at December 31, 2005 would have the following
remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
II-A 9.8 11.9
II-B 9.3 12.2
II-C 10.9 11.7
II-D 12.9 7.9
II-E 11.9 9.9
II-F 9.4 13.2
II-G 9.5 13.1
II-H 9.5 13.3
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. Any increase or decrease in the oil and gas prices at December 31,
2005 may cause an increase or decrease in the estimated life of said reserves.
As discussed below, the Partnerships must terminate no later than December 31,
2011 (six years from December 31, 2005).
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments. Cash for operational purposes will be provided by
current oil and gas production. During 2005, 2004, and 2003, the Partnerships
expended no capital on oil and gas acquisition or exploration activities.
However, during those years the Partnerships expended the following amounts on
oil and gas development activities, primarily well recompletions and
developmental drilling:
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Partnership 2005 2004 2003
----------- -------- -------- --------
II-A $133,494 $ 93,122 $102,903
II-B 96,434 53,458 24,971
II-C 54,420 11,074 24,478
II-D 151,464 16,239 153,431
II-E 31,965 30,342 24,348
II-F 20,736 79,459 41,415
II-G 43,264 174,306 93,448
II-H 9,960 43,819 24,574
While these expenditures reduce or eliminate cash available for a particular
quarterly cash distribution, the General Partner believes that these activities
are necessary for the prudent operation of the properties and maximization of
their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2005, 2004,
and 2003. The sales of the Partnerships' properties were made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sales of such properties were distributed
to the Partnerships and included in the calculation of the Partnerships' cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds. The amount of such proceeds from the sales of oil and gas
properties during 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003
----------- ------- ------- --------
II-A $ - $26,393 $ 8,732
II-B - 32,405 1,968
II-C - 13,888 739
II-D 27,451 - 8,060
II-E - 8,569 22,535
II-F - 22,941 60,479
II-G - 48,031 127,575
II-H - 11,149 29,981
Over the years, as part of the normal course of business, some of the
Partnerships' interests in wells have been sold, generally at oil and gas
auctions. Given the generally favorable current environment for oil and gas
dispositions, it is possible that the Partnerships will increase the number of
properties to be sold. In the event of sales, any net proceeds are distributed
as soon as possible after the disposition. Future production, costs, and cash
flow will be reduced as properties are sold.
-73-
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 generally replacing production through
acquisitions of producing properties and extensive drilling.
The General Partner expects general and administrative expenses to
increase substantially during 2006 and 2007 due to costs required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase will
reduce cash available for distribution. The General Partner expects at least a
portion of this anticipated increase in general and administrative expenses to
continue in years beyond 2007.
The Partnerships would have terminated on December 31, 2001 in accordance
with the Partnership Agreements. However, the Partnership Agreements provide
that the General Partner may extend the term of each Partnership for up to five
periods of two years each. The General Partner has extended the terms of the
Partnerships for their third two-year extension thereby extending their
termination date to December 31, 2007. As of the date of this Annual Report, the
General Partner has not determined whether to further extend the term of any
Partnership.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
The Partnerships do not have any contractual obligations of the type which
are required by the SEC to be disclosed in this Annual Report under this
heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the
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Partnerships or the General Partner to acquire producing properties, including
related title insurance or examination costs, commissions, engineering, legal
and accounting fees, and similar costs directly related to the acquisitions,
plus an allocated portion of the General Partners' property screening costs. The
acquisition cost to the Partnership of properties acquired by the General
Partner is adjusted to reflect the net cash results of operations, including
interest incurred to finance the acquisition, for the period of time the
properties are held by the General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' calculation of depreciation, depletion, and amortization includes
estimated dismantlement and abandonment costs, net of estimated salvage values.
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 for each oil and gas field (rather than
separately for each well). If the unamortized costs of all 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. The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
The Deferred Charge on the Balance Sheets included in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection with the Partnerships' underproduced gas imbalance positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rates used in calculating the Deferred Charge and
Accrued Liability are the annual average production cost per Mcf.
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 and gas 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
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exceed its pro rata ownership in a well, such sales are recorded as revenues
unless total sales from the well have exceeded the Partnership's share of
estimated total gas reserves underlying the property, at which time such excess
is recorded as a liability. The rates per Mcf used to calculate this liability
are based on the average gas price for which the Partnerships are currently
settling similar liabilities. 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.
The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted. The Partnerships follow FAS No. 143,
"Accounting for Asset Retirement Obligations" in accounting for the future
expenditures that will be necessary to plug and abandon these wells. FAS No. 143
requires the estimated plugging and abandonment obligations to be recognized in
the period in which they are incurred (i.e. when the well is drilled or
acquired) if a reasonable estimate of fair value can be made and to be
capitalized as part of the carrying amount of the well.
New Accounting Pronouncements
The Partnerships are not aware of any recently issued accounting
pronouncements that would have an impact on the Partnerships' future results of
operations and financial position.
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. Inflationary pressure on drilling and
operating costs have impacted the operating costs and drilling costs incurred by
the Partnerships. This pressure is expected to continue if commodity prices
remain at their current levels. Oil and gas prices have fluctuated during recent
years and generally have not followed the same pattern as inflation. See "Item
2. Properties - Oil and Gas Production, Revenue, and Price History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The Partnerships do not hold any market risk sensitive instruments.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of this period covered by this report, the principal
executive officer and principal financial officer conducted an evaluation of the
Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this
evaluation, such officers concluded that the Partnerships' disclosure controls
and procedures are effective to ensure that information required to be disclosed
by the Partnerships in reports filed under the Exchange Act is recorded,
processed, summarized, and reported accurately and within the time periods
specified in the Securities and Exchange Commission rules and forms.
ITEM 9B. OTHER INFORMATION
The General Partner is not aware of any information required to be
reported on Form 8-K during the fourth quarter of 2005 but which was not so
reported.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 54 President and Director
Judy K. Fox 55 Secretary
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The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2005 of reports required under Section 16 of the Securities Exchange Act
of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
serves as the audit committee. The board of directors of the General Partner
consists of one person who is not an audit committee financial expert, as
defined in the SEC regulations.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of
its executive officers, including those persons who perform the functions of
principal executive officer, principal financial officer, and principal
accounting officer. The Partnerships will provide, free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request
-78-
mailed to Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West
2nd Street, Tulsa, OK 74103. Such request must include the address to which the
Code of Ethics should be mailed.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership during 2005, 2004, and 2003, is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amounts charged to the
Partnerships have not fluctuated due to expense limitations imposed by the
Partnership Agreements.
Partnership 2005 2004 2003
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2005, 2004, and 2003:
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Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $276,689 - - - - - -
2004 $296,458 - - - - - -
2005 $304,212 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-A Partnership and no individual's salary or other
compensation reimbursement from the II-A Partnership equals or exceeds
$100,000 per annum.
-80-
Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $206,665 - - - - - -
2004 $221,431 - - - - - -
2005 $227,222 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-B Partnership and no individual's salary or other
compensation reimbursement from the II-B Partnership equals or exceeds
$100,000 per annum.
-81-
Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $88,339 - - - - - -
2004 $94,651 - - - - - -
2005 $97,126 - - - - - -
----------
(1) The general and administrative expenses paid by the II-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-C Partnership and no individual's salary or other
compensation reimbursement from the II-C Partnership equals or exceeds
$100,000 per annum.
-82-
Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $179,902 - - - - - -
2004 $192,756 - - - - - -
2005 $197,797 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-D Partnership and no individual's salary or other
compensation reimbursement from the II-D Partnership equals or exceeds
$100,000 per annum.
-83-
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s>
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $130,734 - - - - - -
2004 $140,074 - - - - - -
2005 $143,738 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-E Partnership and no individual's salary or other
compensation reimbursement from the II-E Partnership equals or exceeds
$100,000 per annum.
-84-
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $ 97,927 - - - - - -
2004 $104,923 - - - - - -
2005 $107,667 - - - - - -
----------
(1) The general and administrative expenses paid by the II-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-F Partnership and no individual's salary or other
compensation reimbursement from the II-F Partnership equals or exceeds
$100,000 per annum.
-85-
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $212,644 - - - - - -
2004 $227,837 - - - - - -
2005 $233,796 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-G Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-G Partnership and no individual's salary or other
compensation reimbursement from the II-G Partnership equals or exceeds
$100,000 per annum.
-86-
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 2005
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $52,399 - - - - - -
2004 $56,143 - - - - - -
2005 $57,611 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-H Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-H Partnership and no individual's salary or other
compensation reimbursement from the II-H Partnership equals or exceeds
$100,000 per annum.
-87-
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 the date of filing this Annual Report by (i) each beneficial
owner of more than five percent of the issued and outstanding Units, (ii) the
directors and officers of the General Partner, and (iii) the General Partner and
its affiliates. The address of each of such persons is Samson Plaza, Two West
Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ -----------------
II-A Partnership:
- ----------------
Samson Resources Company 153,726 (31.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 153,726 (31.7%)
-88-
II-B Partnership:
- ----------------
Samson Resources Company 106,832 (29.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 106,832 (29.5%)
II-C Partnership:
- ----------------
Samson Resources Company 54,043 (35.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 54,043 (35.0%)
II-D Partnership:
- ----------------
Samson Resources Company 97,852 (31.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 97,852 (31.1%)
II-E Partnership:
- ----------------
Samson Resources Company 76,440 (33.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 76,440 (33.4%)
II-F Partnership:
- ----------------
Samson Resources Company 48,425 (28.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 48,425 (28.3%)
-89-
II-G Partnership:
- ----------------
Samson Resources Company 83,543 (22.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 83,543 (22.5%)
II-H Partnership:
- ----------------
Samson Resources Company 28,872 (31.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 28,872 (31.5%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements between
the Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest with other Limited Partners with
respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by
-90-
the circumstances and as are consistent with the General Partner's fiduciary
duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnership who
provide services to the Partnership have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2005 and 2004, each Partnership incurred the following audit fees:
2005 2004
------- -------
Year-end audit per
engagement letter $23,716 $21,560
1st quarter 10-Q review 925 825
2nd quarter 10-Q review 917 825
3rd quarter 10-Q review 917 825
Audit-Related Fees
During 2005 and 2004 the Partnerships did not pay any audit-related fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.
Tax Fees
During 2005 and 2004 the Partnerships did not pay any tax compliance, tax
advice, or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.
All Other Fees
During 2005 and 2004 the Partnerships did not pay any other fees of the
type required by the SEC to be disclosed in this Annual Report under this
heading.
-91-
Audit Approval
The Partnerships do not have audit committee pre-approval policies and
procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.
The Partnerships did not receive any services of the type described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees paid by Affiliates
The Partnerships' accountants received compensation from other limited
partnerships managed by the General Partner and from other entities affiliated
with the General Partner. This compensation is for audit services, tax related
services, and other accounting-related services. The General Partner does not
believe this arrangement creates a conflict of interest or impairs the auditors'
independence.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership II-A
Geodyne Energy Income Limited Partnership II-B
Geodyne Energy Income Limited Partnership II-C
Geodyne Energy Income Limited Partnership II-D
Geodyne Energy Income Limited Partnership II-E
Geodyne Energy Income Limited Partnership II-F
Geodyne Energy Income Limited Partnership II-G
Geodyne Energy Income Limited Partnership II-H
as of December 31, 2005 and 2004 and for each of the three years in
the period ended December 31, 2005 are filed as part of this report:
Report of Independent Registered Public Accounting Firm
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
-92-
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
---- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987
for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004
and is hereby incorporated by reference.
-93-
*4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-A
dated October 27, 2005.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on
Form 10-K for period ended December 31, 2003, filed with the SEC on
March 19, 2004 and is hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-A dated
October 27, 2005.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.14 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to
-94-
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-B
dated October 27, 2005.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
10-K for period ended December 31,
-95-
2003, filed with the SEC on March 19, 2004 and is hereby incorporated
by reference.
*4.24 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-B dated
October 27, 2005.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-C
dated October 27, 2005.
-96-
4.32 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-C dated
October 27, 2005.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
-97-
4.40 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-D
dated October 27, 2005.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.45 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
-98-
*4.48 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-D dated
October 27, 2005.
4.49 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
-99-
*4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-E
dated October 27, 2005.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
*4.61 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-E dated
October 27, 2005.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.64 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December 31,
-100-
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-F dated October 27,
2005.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with
-101-
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed
as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.74 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-F dated October 27, 2005.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.76 Certificate of Limited Partnership dated April 10, 1989, for the
Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.77 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
-102-
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference..
*4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-G dated October 27,
2005.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November
14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed
as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.87 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-G dated October 27, 2005.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period
-103-
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.91 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-H dated October 27,
2005.
4.97 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with
-104-
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.99 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed
as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.100 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-H dated October 27, 2005.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-A dated October 27,
2005.
-105-
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-B dated October 27,
2005.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
-106-
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-C dated October 27,
2005.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.24 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-D dated October 27,
2005.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31,
-107-
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.30 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-E dated October 27,
2005.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
-108-
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.36 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-F dated October 27,
2005.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.42 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-G dated October 14,
2005.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period
-109-
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.48 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-H dated October 27,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
-110-
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
-111-
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
-112-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
Geodyne Energy Income Limited Partnership II-A
Geodyne Energy Income Limited Partnership II-B
Geodyne Energy Income Limited Partnership II-C
Geodyne Energy Income Limited Partnership II-D
Geodyne Energy Income Limited Partnership II-E
Geodyne Energy Income Limited Partnership II-F
Geodyne Energy Income Limited Partnership II-G
Geodyne Energy Income Limited Partnership II-H
By: GEODYNE RESOURCES, INC.
General Partner
March 29, 2006
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 (with respect to the registrant's general partner, Geodyne
Resources, Inc.) on the dates indicated.
By: //s//Dennis R. Neill President and March 29, 2006
-------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 29, 2006
-------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox
-------------------- Secretary March 29, 2006
Judy K. Fox
-113-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma
limited partnership, and Geodyne Production Partnership II-A, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $2,121,512 $1,557,473
Accounts receivable:
Oil and gas sales 1,539,562 1,004,704
--------- ---------
Total current assets $3,661,074 $2,562,177
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,469,366 2,226,122
DEFERRED CHARGE 601,624 625,308
--------- ---------
$6,732,064 $5,413,607
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 347,424 $ 273,971
Accrued liability - other (Note 1) - 26,672
Gas imbalance payable 96,957 108,636
Asset retirement obligation -
current (Note 1) 41,485 34,994
--------- ---------
Total current liabilities $ 485,866 $ 444,273
LONG-TERM LIABILITIES:
Accrued liability $ 155,405 $ 179,306
Asset retirement obligation (Note 1) 863,302 358,676
--------- ---------
Total long-term liabilities $1,018,707 $ 537,982
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 132,231) ($ 201,586)
Limited Partners, issued and
outstanding, 484,283 Units 5,359,722 4,632,938
--------- ---------
Total Partners' capital $5,227,491 $4,431,352
--------- ---------
$6,732,064 $5,413,607
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $7,734,290 $5,941,698 $5,580,423
Interest income 31,829 10,049 7,152
Gain on sale of oil and
gas properties - 27,282 9,595
Other income - 328 -
--------- --------- ---------
$7,766,119 $5,979,357 $5,597,170
COSTS AND EXPENSES:
Lease operating $1,277,746 $1,213,209 $1,091,063
Production tax 428,041 326,791 316,696
Depreciation, depletion,
and amortization of oil
and gas properties 401,555 216,390 211,157
General and administrative 561,287 556,269 561,271
--------- --------- ---------
$2,668,629 $2,312,659 $2,180,187
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $5,097,490 $3,666,698 $3,416,983
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - - 5,849
--------- --------- ---------
NET INCOME $5,097,490 $3,666,698 $3,422,832
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 542,706 $ 382,655 $ 360,046
========= ========= =========
LIMITED PARTNERS -
NET INCOME $4,554,784 $3,284,043 $3,062,786
========= ========= =========
NET INCOME per Unit $ 9.41 $ 6.78 $ 6.32
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $3,811,109 ($241,784) $3,569,325
Net income 3,062,786 360,046 3,422,832
Cash distributions ( 2,437,000) ( 350,333) ( 2,787,333)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,436,895 ($232,071) $4,204,824
Net income 3,284,043 382,655 3,666,698
Cash distributions ( 3,088,000) ( 352,170) ( 3,440,170)
--------- ------- ---------
Balance, Dec. 31, 2004 $4,632,938 ($201,586) $4,431,352
Net income 4,554,784 542,706 5,097,490
Cash distributions ( 3,828,000) ( 473,351) ( 4,301,351)
--------- ------- ---------
Balance, Dec. 31, 2005 $5,359,722 ($132,231) $5,227,491
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $5,097,490 $3,666,698 $3,422,832
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 5,849)
Depreciation, depletion,
and amortization of oil
and gas properties 401,555 216,390 211,157
Gain on sale of oil and
gas properties - ( 27,282) ( 9,595)
Settlement of asset
retirement obligation ( 188) ( 14) -
Increase in accounts
receivable - oil and
gas sales ( 534,858) ( 243,088) ( 103,117)
Decrease in deferred
charge 23,684 24,792 6,189
Increase in accounts
payable 48,524 24,563 7,993
Decrease in accrued
liability - other ( 26,672) - -
Increase (decrease) in
gas imbalance payable ( 11,679) 17,173 ( 3,805)
Decrease in accrued
liability ( 23,901) ( 28,289) ( 9,727)
--------- --------- ---------
Net cash provided by
operating activities $4,973,955 $3,650,943 $3,516,078
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 135,847) ($ 81,909) ($ 102,903)
Proceeds from sale of
oil and gas properties 27,282 - 8,732
--------- --------- ---------
Net cash used by
investing activities ($ 108,565) ($ 81,909) ($ 94,171)
--------- --------- ---------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,301,351) ($3,440,170) ($2,787,333)
--------- --------- ---------
Net cash used by financing
activities ($4,301,351) ($3,440,170) ($2,787,333)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 564,039 $ 128,864 $ 634,574
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,557,473 1,428,609 794,035
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $2,121,512 $1,557,473 $1,428,609
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma
limited partnership, and Geodyne Production Partnership II-B, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,604,547 $1,079,057
Accounts receivable:
Oil and gas sales 1,127,488 750,466
--------- ---------
Total current assets $2,732,035 $1,829,523
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,544,218 1,590,243
DEFERRED CHARGE 271,456 252,768
--------- ---------
$4,547,709 $3,672,534
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 229,602 $ 202,172
Gas imbalance payable 35,564 39,527
Asset retirement obligation -
current (Note 1) 11,476 17,122
--------- ---------
Total current liabilities $ 276,642 $ 258,821
LONG-TERM LIABILITIES:
Accrued liability $ 72,442 $ 42,599
Asset retirement obligation (Note 1) 372,410 193,076
--------- ---------
Total long-term liabilities $ 444,852 $ 235,675
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 178,888) ($ 232,828)
Limited Partners, issued and
outstanding, 361,719 Units 4,005,103 3,410,866
--------- ---------
Total Partners' capital $3,826,215 $3,178,038
--------- ---------
$4,547,709 $3,672,534
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $5,726,829 $4,385,735 $3,857,240
Interest income 21,723 6,980 4,467
Gain on sale of oil
and gas properties - 32,405 2,469
Other income - 1,353 -
--------- --------- ---------
$5,748,552 $4,426,473 $3,864,176
COSTS AND EXPENSES:
Lease operating $ 959,524 $ 886,104 $ 760,713
Production tax 331,903 254,136 237,599
Depreciation, depletion,
and amortization of oil
and gas properties 316,205 154,459 154,363
General and administrative 427,005 421,360 424,644
--------- --------- ---------
$2,034,637 $1,716,059 $1,577,319
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $3,713,915 $2,710,414 $2,286,857
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - - 4,347
--------- --------- ---------
NET INCOME $3,713,915 $2,710,414 $2,291,204
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 397,678 $ 281,206 $ 242,175
========= ========= =========
LIMITED PARTNERS -
NET INCOME $3,316,237 $2,429,208 $2,049,029
========= ========= =========
NET INCOME per Unit $ 9.17 $ 6.72 $ 5.66
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $2,826,629 ($264,786) $2,561,843
Net income 2,049,029 242,175 2,291,204
Cash distributions ( 1,672,000) ( 232,196) ( 1,904,196)
--------- ------- ---------
Balance, Dec. 31, 2003 $3,203,658 ($254,807) $2,948,851
Net income 2,429,208 281,206 2,710,414
Cash distributions ( 2,222,000) ( 259,227) ( 2,481,227)
--------- ------- ---------
Balance, Dec. 31, 2004 $3,410,866 ($232,828) $3,178,038
Net income 3,316,237 397,678 3,713,915
Cash distributions ( 2,722,000) ( 343,738) ( 3,065,738)
--------- ------- ---------
Balance, Dec. 31, 2005 $4,005,103 ($178,888) $3,826,215
========= ======= =========
The accompanying notes are an integral part
of these combined financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,713,915 $2,710,414 $2,291,204
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - ( 4,347)
Depreciation, depletion,
and amortization of oil
and gas properties 316,205 154,459 154,363
Gain on sale of
oil and gas properties - ( 32,405) ( 2,469)
Settlement of asset
retirement obligation ( 58) ( 3) -
Increase in accounts
receivable ( 377,022) ( 203,829) ( 65,635)
(Increase) decrease in
deferred charge ( 18,688) ( 14,633) 7,376
Increase in accounts
payable 2,816 68,305 6,715
Decrease in gas
imbalance payable ( 3,963) ( 7,749) ( 376)
Increase (decrease) in
accrued liability 29,843 ( 6,174) ( 3,909)
--------- --------- ---------
Net cash provided by
operating activities $3,663,048 $2,668,385 $2,382,922
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 104,225) ($ 41,891) ($ 24,971)
Proceeds from sale of
oil and gas properties 32,405 - 1,968
--------- --------- ---------
Net cash used by
investing activities ($ 71,820) ($ 41,891) ($ 23,003)
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,065,738) ($2,481,227) ($1,904,196)
--------- --------- ---------
Net cash used by financing
activities ($3,065,738) ($2,481,227) ($1,904,196)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 525,490 $ 145,267 $ 455,723
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,079,057 933,790 478,067
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,604,547 $1,079,057 $ 933,790
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma
limited partnership, and Geodyne Production Partnership II-C, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 812,768 $ 506,061
Accounts receivable:
Oil and gas sales 643,141 365,499
--------- ---------
Total current assets $1,455,909 $ 871,560
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 728,242 729,670
DEFERRED CHARGE 155,926 121,531
--------- ---------
$2,340,077 $1,722,761
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 127,265 $ 77,395
Gas imbalance payable 13,454 22,040
Asset retirement obligation -
current (Note 1) 9,569 10,892
--------- ---------
Total current liabilities $ 150,288 $ 110,327
LONG-TERM LIABILITIES:
Accrued liability $ 44,603 $ 34,323
Asset retirement obligation (Note 1) 131,222 62,682
--------- ---------
Total long-term liabilities $ 175,825 $ 97,005
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 57,416) ($ 96,672)
Limited Partners, issued and
outstanding, 154,621 Units 2,071,380 1,612,101
--------- ---------
Total Partners' capital $2,013,964 $1,515,429
--------- ---------
$2,340,077 $1,722,761
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,030,291 $2,119,207 $1,898,285
Interest income 10,553 3,246 2,153
Gain on sale of oil
and gas properties - 13,888 768
Other income - 201 -
--------- --------- ---------
$3,040,844 $2,136,542 $1,901,206
COSTS AND EXPENSES:
Lease operating $ 406,720 $ 386,170 $ 356,027
Production tax 202,774 137,840 128,606
Depreciation, depletion,
and amortization of oil
and gas properties 123,106 70,771 83,672
General and administrative 200,129 193,431 193,823
--------- --------- ---------
$ 932,729 $ 788,212 $ 762,128
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $2,108,115 $1,348,330 $1,139,078
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 74
--------- --------- ---------
NET INCOME $2,108,115 $1,348,330 $1,139,152
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 220,836 $ 139,610 $ 121,224
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,887,279 $1,208,720 $1,017,928
========= ========= =========
NET INCOME per Unit $ 12.21 $ 7.82 $ 6.58
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $1,370,453 ($ 98,831) $1,271,622
Net income 1,017,928 121,224 1,139,152
Cash distributions ( 839,000) ( 128,811) ( 967,811)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,549,381 ($106,418) $1,442,963
Net income 1,208,720 139,610 1,348,330
Cash distributions ( 1,146,000) ( 129,864) ( 1,275,864)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,612,101 ($ 96,672) $1,515,429
Net income 1,887,279 220,836 2,108,115
Cash distributions ( 1,428,000) ( 181,580) ( 1,609,580)
--------- ------- ---------
Balance, Dec. 31, 2005 $2,071,380 ($ 57,416) $2,013,964
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,108,115 $1,348,330 $1,139,152
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 74)
Depreciation, depletion,
and amortization of oil
and gas properties 123,106 70,771 83,672
Gain on sale of oil
and gas properties - ( 13,888) ( 768)
Settlement of asset
retirement obligation ( 40) ( 145) ( 91)
Increase in accounts
receivable - oil
and gas sales ( 277,642) ( 97,713) ( 31,445)
(Increase) decrease in
deferred charge ( 34,395) 1,713 6,833
Increase in
accounts payable 38,365 17,570 6,177
Decrease in gas
imbalance payable ( 8,586) ( 3,912) ( 732)
Increase (decrease) in
accrued liability 10,280 ( 1,111) 5,619
--------- --------- ---------
Net cash provided by
operating activities $1,959,203 $1,321,615 $1,208,343
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 56,804) ($ 7,250) ($ 24,478)
Proceeds from sale of
oil and gas properties 13,888 - 739
--------- --------- ---------
Net cash used by
investing activities ($ 42,916) ($ 7,250) ($ 23,739)
--------- --------- ---------
F-17
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,609,580) ($1,275,864) ($ 967,811)
--------- --------- ---------
Net cash used by financing
activities ($1,609,580) ($1,275,864) ($ 967,811)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 306,707 $ 38,501 $ 216,793
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 506,061 467,560 250,767
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 812,768 $ 506,061 $ 467,560
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma
limited partnership, and Geodyne Production Partnership II-D, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,661,561 $ 967,251
Accounts receivable:
Oil and gas sales 1,544,131 754,092
--------- ---------
Total current assets $3,205,692 $1,721,343
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,559,585 1,385,376
DEFERRED CHARGE 371,875 345,329
--------- ---------
$5,137,152 $3,452,048
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 181,287 $ 157,313
Gas imbalance payable 17,598 22,596
Asset retirement obligation -
current (Note 1) 45,216 25,732
--------- ---------
Total current liabilities $ 244,101 $ 205,641
LONG-TERM LIABILITIES:
Accrued liability $ 102,928 $ 109,349
Asset retirement obligation (Note 1) 403,397 161,328
--------- ---------
Total long-term liabilities $ 506,325 $ 270,677
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 65,352) ($ 174,338)
Limited Partners, issued and
outstanding, 314,878 Units 4,452,078 3,150,068
--------- ---------
Total Partners' capital $4,386,726 $2,975,730
--------- ---------
$5,137,152 $3,452,048
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ------------
REVENUES:
Oil and gas sales $6,460,428 $4,396,651 $3,898,950
Interest income 20,757 6,614 4,000
Gain on sale of oil
and gas properties - - 8,060
Other income 8,411 - -
--------- --------- ---------
$6,489,596 $4,403,265 $3,911,010
COSTS AND EXPENSES:
Lease operating $ 812,104 $ 883,402 $ 822,321
Production tax 458,087 283,524 253,430
Depreciation, depletion,
and amortization of oil
and gas properties 238,808 173,296 281,034
General and administrative 375,678 369,797 372,496
--------- --------- ---------
$1,884,677 $1,710,019 $1,729,281
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $4,604,919 $2,693,246 $2,181,729
Cumulative effect of change in
accounting for asset
retirement obligations
(Note 1) - - ( 2,344)
--------- --------- ---------
NET INCOME $4,604,919 $2,693,246 $2,179,385
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 479,909 $ 284,260 $ 243,043
========= ========= =========
LIMITED PARTNERS -
NET INCOME $4,125,010 $2,408,986 $1,936,342
========= ========= =========
NET INCOME per Unit $ 13.10 $ 7.65 $ 6.15
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $2,695,740 ($ 76,044) $2,619,696
Net income 1,936,342 243,043 2,179,385
Cash distributions ( 1,577,000) ( 357,286) ( 1,934,286)
--------- ------- ---------
Balance, Dec. 31, 2003 $3,055,082 ($190,287) $2,864,795
Net income 2,408,986 284,260 2,693,246
Cash distributions (2,314,000) ( 268,311) ( 2,582,311)
--------- ------- ---------
Balance, Dec. 31, 2004 $3,150,068 ($174,338) $2,975,730
Net income 4,125,010 479,909 4,604,919
Cash distributions ( 2,823,000) ( 370,923) ( 3,193,923)
--------- ------- ---------
Balance, Dec. 31, 2005 $4,452,078 ($ 65,352) $4,386,726
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $4,604,919 $2,693,246 $2,179,385
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 2,344
Depreciation, depletion,
and amortization of oil
and gas properties 238,808 173,296 281,034
Gain on sale of oil
and gas properties - - ( 8,060)
Settlement of asset
retirement obligation - ( 1,448) ( 1,044)
Increase in accounts
receivable - oil
and gas sales ( 790,039) ( 194,913) ( 46,600)
(Increase) decrease in
deferred charge ( 26,546) 7,063 6,307
Increase (decrease) in
accounts payable 25,071 ( 10,632) 10,303
Increase (decrease) in
gas imbalance payable ( 4,998) ( 21,102) 1,330
Increase (decrease) in
accrued liability ( 6,421) 10,719 2,136
--------- --------- ---------
Net cash provided by
operating activities $4,040,794 $2,656,229 $2,427,135
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 180,012) ($ 15,322) ($ 153,431)
Proceeds from sale of
oil and gas properties 27,451 - 8,060
--------- --------- ---------
Net cash used by
investing activities ($ 152,561) ($ 15,322) ($ 145,371)
--------- --------- ---------
F-23
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,193,923) ($2,582,311) ($1,934,286)
--------- --------- ---------
Net cash used by financing
activities ($3,193,923) ($2,582,311) ($1,934,286)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 694,310 $ 58,596 $ 347,478
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 967,251 908,655 561,177
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,661,561 $ 967,251 $ 908,655
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma
limited partnership, and Geodyne Production Partnership II-E, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,290,961 $ 680,844
Accounts receivable:
Oil and gas sales 822,197 453,868
--------- ---------
Total current assets $2,113,158 $1,134,712
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,209,059 1,246,328
DEFERRED CHARGE 209,941 208,295
--------- ---------
$3,532,158 $2,589,335
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 128,602 $ 180,564
Gas imbalance payable 43,424 43,424
Asset retirement obligation -
current (Note 1) 6,501 24,458
--------- ---------
Total current liabilities $ 178,527 $ 248,446
LONG-TERM LIABILITIES:
Accrued liability $ 25,448 $ 10,668
Asset retirement obligation(Note 1) 230,556 77,986
--------- ---------
Total long-term liabilities $ 256,004 $ 88,654
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 67,016) ($ 132,096)
Limited Partners, issued and
outstanding, 228,821 Units 3,164,643 2,384,331
--------- ---------
Total Partners' capital $3,097,627 $2,252,235
--------- ---------
$3,532,158 $2,589,335
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,949,949 $2,788,915 $2,747,176
Interest income 13,967 4,783 3,318
Gain on sale of oil
and gas properties 193 9,419 21,407
Other income 5,177 1,920 -
--------- --------- ---------
$3,969,286 $2,805,037 $2,771,901
COSTS AND EXPENSES:
Lease operating $ 503,196 $ 494,357 $ 470,669
Production tax 281,131 189,382 194,259
Depreciation, depletion,
and amortization of oil
and gas properties 204,315 201,433 137,213
General and administrative 281,418 276,031 278,935
--------- --------- ---------
$1,270,060 $1,161,203 $1,081,076
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $2,699,226 $1,643,834 $1,690,825
Cumulative effect of change in
accounting for asset
retirement obligations
(Note 1) - - 3,090
--------- --------- ---------
NET INCOME $2,699,226 $1,643,834 $1,693,915
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 286,914 $ 181,054 $ 181,131
========= ========= =========
LIMITED PARTNERS -
NET INCOME $2,412,312 $1,462,780 $1,512,784
========= ========= =========
NET INCOME per Unit $ 10.54 $ 6.39 $ 6.61
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $2,380,767 ($131,864) $2,248,903
Net income 1,512,784 181,131 1,693,915
Cash distributions ( 1,374,000) ( 178,440) ( 1,552,440)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,519,551 ($129,173) $2,390,378
Net income 1,462,780 181,054 1,643,834
Cash distributions ( 1,598,000) ( 183,977) ( 1,781,977)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,384,331 ($132,096) $2,252,235
Net income 2,412,312 286,914 2,699,226
Cash distributions ( 1,632,000) ( 221,834) ( 1,853,834)
--------- ------- ---------
Balance, Dec. 31, 2005 $3,164,643 ($ 67,016) $3,097,627
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,699,226 $1,643,834 $1,693,915
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 3,090)
Depreciation, depletion,
and amortization of oil
and gas properties 204,315 201,433 137,213
Gain on sale of oil
and gas properties ( 193) ( 9,419) ( 21,407)
Settlement of asset
retirement obligation ( 275) - -
Increase in accounts
receivable - oil
and gas sales ( 368,329) ( 90,442) ( 439)
(Increase) decrease in
deferred charge ( 1,646) ( 405) 1,407
Increase (decrease) in
accounts payable ( 48,829) 93,274 ( 3,590)
Decrease in gas imbalance
payable - - ( 19)
Increase in accrued
liability 14,780 2,515 889
--------- --------- ---------
Net cash provided by
operating activities $2,499,049 $1,840,790 $1,804,879
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 35,098) ($ 25,206) ($ 24,348)
Proceeds from sale of
oil and gas properties - 8,569 22,535
--------- --------- ---------
Net cash used by
investing activities ($ 35,098) ($ 16,637) ($ 1,813)
--------- --------- ---------
F-29
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,853,834) ($1,781,977) ($1,552,440)
--------- --------- ---------
Net cash used by financing
activities ($1,853,834) ($1,781,977) ($1,552,440)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 610,117 $ 42,176 $ 250,626
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 680,844 638,668 388,042
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,290,961 $ 680,844 $ 638,668
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma
limited partnership, and Geodyne Production Partnership II-F, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-31
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 921,812 $ 657,406
Accounts receivable:
Oil and gas sales 819,472 457,333
--------- ---------
Total current assets $1,741,284 $1,114,739
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,169,138 1,187,019
DEFERRED CHARGE 30,727 35,102
--------- ---------
$2,941,149 $2,336,860
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 148,786 $ 235,395
Gas imbalance payable 2,312 3,392
Asset retirement obligation -
current (Note 1) 1,909 6,987
--------- ---------
Total current liabilities $ 153,007 $ 245,774
LONG-TERM LIABILITIES:
Accrued liability $ 26,676 $ 20,227
Asset retirement obligation (Note 1) 195,940 95,331
--------- ---------
Total long-term liabilities $ 222,616 $ 115,558
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 46,261) ($ 98,202)
Limited Partners, issued and
outstanding, 171,400 Units 2,611,787 2,073,730
--------- ---------
Total Partners' capital $2,565,526 $1,975,528
--------- ---------
$2,941,149 $2,336,860
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-32
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $3,860,385 $2,876,134 $2,639,281
Interest income 14,042 4,458 3,228
Gain on sale of oil
and gas properties 471 24,162 58,644
Other income - 4,694 -
--------- --------- ---------
$3,874,898 $2,909,448 $2,701,153
COSTS AND EXPENSES:
Lease operating $ 420,455 $ 425,498 $ 407,571
Production tax 239,774 183,457 165,636
Depreciation, depletion,
and amortization of oil
and gas properties 135,289 216,694 135,340
General and administrative 217,348 211,681 213,797
--------- --------- ---------
$1,012,866 $1,037,330 $ 922,344
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $2,862,032 $1,872,118 $1,778,809
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 4,938
--------- --------- ---------
NET INCOME $2,862,032 $1,872,118 $1,783,747
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 296,975 $ 203,874 $ 189,788
========= ========= =========
LIMITED PARTNERS -
NET INCOME $2,565,057 $1,668,244 $1,593,959
========= ========= =========
NET INCOME per Unit $ 14.97 $ 9.73 $ 9.30
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $2,155,527 ($ 95,526) $2,060,001
Net income 1,593,959 189,788 1,783,747
Cash distributions ( 1,532,000) ( 185,679) ( 1,717,679)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,217,486 ($ 91,417) $2,126,069
Net income 1,668,244 203,874 1,872,118
Cash distributions ( 1,812,000) ( 210,659) ( 2,022,659)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,073,730 ($ 98,202) $1,975,528
Net income 2,565,057 296,975 2,862,032
Cash distributions ( 2,027,000) ( 245,034) ( 2,272,034)
--------- ------- ---------
Balance, Dec. 31, 2005 $2,611,787 ($ 46,261) $2,565,526
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,862,032 $1,872,118 $1,783,747
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 4,938)
Depreciation, depletion,
and amortization of oil
and gas properties 135,289 216,694 135,340
Gain on sale of oil
and gas properties ( 471) ( 24,162) ( 58,644)
Settlement of asset
retirement obligation ( 670) - -
Increase in accounts
receivable - oil
and gas sales ( 362,139) ( 102,614) ( 2,378)
(Increase) decrease in
deferred charge 4,375 ( 2,203) 3,875
Increase (decrease) in
accounts payable ( 78,813) 157,363 ( 5,607)
Decrease in gas
imbalance payable ( 1,080) ( 163) ( 3,146)
Increase in accrued
liability 6,449 3,282 1,502
--------- --------- ---------
Net cash provided by
operating activities $2,564,972 $2,120,315 $1,849,751
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 28,532) ($ 67,560) ($ 41,415)
Proceeds from sale of
oil and gas properties - 22,941 60,479
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 28,532) ($ 44,619) $ 19,064
--------- --------- ---------
F-35
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,272,034) ($2,022,659) ($1,717,679)
--------- --------- ---------
Net cash used by financing
activities ($2,272,034) ($2,022,659) ($1,717,679)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 264,406 $ 53,037 $ 151,136
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 657,406 604,369 453,233
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 921,812 $ 657,406 $ 604,369
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma
limited partnership, and Geodyne Production Partnership II-G, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,970,349 $1,401,928
Accounts receivable:
Oil and gas sales 1,749,695 972,620
--------- ---------
Total current assets $3,720,044 $2,374,548
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,514,404 2,554,683
DEFERRED CHARGE 65,542 75,307
--------- ---------
$6,299,990 $5,004,538
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 314,015 $ 498,893
Gas imbalance payable 15,317 11,846
Asset retirement obligation -
current (Note 1) 3,988 15,421
--------- ---------
Total current liabilities $ 333,320 $ 526,160
LONG-TERM LIABILITIES:
Accrued liability $ 45,118 $ 35,560
Asset retirement obligation
(Note 1) 420,055 203,216
--------- ---------
Total long-term liabilities $ 465,173 $ 238,776
PARTNERS' CAPITAL (DEFICIT):
General Partner $ 9,830 ($ 101,669)
Limited Partners, issued and
outstanding, 372,189 Units 5,491,667 4,341,271
--------- ---------
Total Partners' capital $5,501,497 $4,239,602
--------- ---------
$6,299,990 $5,004,538
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $8,215,826 $6,116,875 $5,605,691
Interest income 30,374 9,689 6,983
Gain on sale of oil
and gas properties 986 50,598 123,707
Other income - 9,816 -
--------- --------- ---------
$8,247,186 $6,186,978 $5,736,381
COSTS AND EXPENSES:
Lease operating $ 903,789 $ 908,097 $ 867,617
Production tax 511,883 392,707 353,554
Depreciation, depletion,
and amortization of oil
and gas properties 291,333 472,405 290,209
General and administrative 437,316 432,673 437,597
--------- --------- ---------
$2,144,321 $2,205,882 $1,948,977
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $6,102,865 $3,981,096 $3,787,404
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 10,247
--------- --------- ---------
NET INCOME $6,102,865 $3,981,096 $3,797,651
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 633,469 $ 434,649 $ 404,263
========= ========= =========
LIMITED PARTNERS -
NET INCOME $5,469,396 $3,546,447 $3,393,388
========= ========= =========
NET INCOME per Unit $ 14.70 $ 9.53 $ 9.12
========= ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-39
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $4,501,436 ($ 97,205) $4,404,231
Net income 3,393,388 404,263 3,797,651
Cash distributions ( 3,248,000) ( 394,567) ( 3,642,567)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,646,824 ($ 87,509) $4,559,315
Net income 3,546,447 434,649 3,981,096
Cash distributions ( 3,852,000) ( 448,809) ( 4,300,809)
--------- ------- ---------
Balance, Dec. 31, 2004 $4,341,271 ($101,669) $4,239,602
Net income 5,469,396 633,469 6,102,865
Cash distributions ( 4,319,000) ( 521,970) ( 4,840,970)
--------- ------- ---------
Balance, Dec. 31, 2005 $5,491,667 $ 9,830 $5,501,497
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-40
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $6,102,865 $3,981,096 $3,797,651
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 10,247)
Depreciation, depletion,
and amortization of oil
and gas properties 291,333 472,405 290,209
Gain on sale of oil
and gas properties ( 986) ( 50,598) ( 123,707)
Settlement of asset
retirement obligation ( 1,398) - -
Increase in accounts
receivable - oil
and gas sales ( 777,075) ( 219,641) ( 7,450)
(Increase) decrease in
deferred charge 9,765 ( 4,069) 7,898
Increase (decrease) in
accounts payable ( 167,501) 333,390 ( 14,303)
Increase (decrease) in gas
imbalance payable 3,471 1,755 ( 6,816)
Increase in accrued
liability 9,558 3,892 593
--------- --------- ---------
Net cash provided by
operating activities $5,470,032 $4,518,230 $3,933,828
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 60,641) ($ 148,393) ($ 93,448)
Proceeds from sale of
oil and gas properties - 48,031 127,575
--------- --------- ---------
Net cash provided (used) by
investing activities ($ 60,641) ($ 100,362) $ 34,127
--------- --------- ---------
F-41
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,840,970) ($4,300,809) ($3,642,567)
--------- --------- ---------
Net cash used by financing
activities ($4,840,970) ($4,300,809) ($3,642,567)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 568,421 $ 117,059 $ 325,388
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,401,928 1,284,869 959,481
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,970,349 $1,401,928 $1,284,869
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-42
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma
limited partnership, and Geodyne Production Partnership II-H, an Oklahoma
general partnership, at December 31, 2005 and 2004, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2005, in conformity with accounting principles generally
accepted in the United States of America. 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 the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, 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 our opinion.
As discussed in Note 1 of Notes to the Combined Financial Statements under
the heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 29, 2006
F-43
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 465,378 $ 329,148
Accounts receivable:
Oil and gas sales 409,173 232,187
--------- ---------
Total current assets $ 874,551 $ 561,335
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 597,072 605,801
DEFERRED CHARGE 16,952 19,734
--------- ---------
$1,488,575 $1,186,870
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 73,876 $ 118,306
Asset retirement obligation -
current (Note 1) 922 3,884
--------- ---------
Total current liabilities $ 74,798 $ 122,190
LONG-TERM LIABILITIES:
Accrued liability $ 15,003 $ 11,907
Asset retirement obligation
(Note 1) 102,427 49,677
--------- ---------
Total long-term liabilities $ 117,430 $ 61,584
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 28,897) ($ 54,377)
Limited Partners, issued and
outstanding, 91,711 Units 1,325,244 1,057,473
--------- ---------
Total Partners' capital $1,296,347 $1,003,096
--------- ---------
$1,488,575 $1,186,870
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-44
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,948,662 $1,460,050 $1,335,792
Interest income 6,886 2,181 1,545
Gain on sale of
oil and gas properties 229 11,749 29,085
Other income - 2,270 -
--------- --------- ---------
$1,955,777 $1,476,250 $1,366,422
COSTS AND EXPENSES:
Lease operating $ 215,752 $ 219,811 $ 210,552
Production tax 122,857 94,648 84,803
Depreciation, depletion,
and amortization of oil
and gas properties 69,028 113,970 68,778
General and administrative 130,034 123,960 124,953
--------- --------- ---------
$ 537,671 $ 552,389 $ 489,086
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,418,106 $ 923,861 $ 877,336
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 2,536
--------- --------- ---------
NET INCOME $1,418,106 $ 923,861 $ 879,872
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 147,335 $ 101,267 $ 93,794
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,270,771 $ 822,594 $ 786,078
========= ========= =========
NET INCOME per Unit $ 13.86 $ 8.97 $ 8.57
========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $1,090,801 ($ 53,547) $1,037,254
Net income 786,078 93,794 879,872
Cash distributions ( 745,000) ( 91,293) ( 836,293)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,131,879 ($ 51,046) $1,080,833
Net income 822,594 101,267 923,861
Cash distributions ( 897,000) ( 104,598) ( 1,001,598)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,057,473 ($ 54,377) $1,003,096
Net income 1,270,771 147,335 1,418,106
Cash distributions ( 1,003,000) ( 121,855) ( 1,124,855)
--------- ------- ---------
Balance, Dec. 31, 2005 $1,325,244 ($ 28,897) $1,296,347
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,418,106 $ 923,861 $879,872
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 2,536)
Depreciation, depletion,
and amortization of oil
and gas properties 69,028 113,970 68,778
Gain on sale of oil
and gas properties ( 229) ( 11,749) ( 29,085)
Settlement of asset
retirement obligation ( 323) - -
Increase in accounts
receivable - oil
and gas sales ( 176,986) ( 52,753) ( 2,895)
(Increase) decrease in
deferred charge 2,782 ( 1,154) 2,057
Increase (decrease) in
accounts payable ( 39,946) 77,834 ( 3,238)
Decrease in gas
imbalance payable - - ( 3,596)
Increase in accrued
liability 3,096 1,872 1,956
--------- --------- -------
Net cash provided by
operating activities $1,275,528 $1,051,881 $911,313
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 14,443) ($ 37,380) ($ 24,574)
Proceeds from sale of
oil and gas properties - 11,149 29,981
--------- --------- -------
Net cash provided (used) by
investing activities ($ 14,443) ($ 26,231) $ 5,407
--------- --------- -------
F-47
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,124,855) ($1,001,598) ($836,293)
--------- --------- -------
Net cash used by financing
activities ($1,124,855) ($1,001,598) ($836,293)
--------- --------- -------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 136,230 $ 24,052 $ 80,427
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 329,148 305,096 224,669
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 465,378 $ 329,148 $305,096
========= ========= =======
The accompanying notes are an integral
part of these combined financial statements.
F-48
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 2005, 2004, and 2003
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of each Partnership. Each Partnership is a general partner in the related
Geodyne Production Partnership (the "Production Partnership") in which Geodyne
Resources, Inc. serves as the managing partner. Limited Partner capital
contributions were contributed to the related Production Partnerships for
investment in producing oil and gas properties. The Partnerships were activated
on the following dates with the following Limited Partner capital contributions.
Limited
Date of Partner Capital
Partnership Activation Contributions
----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300
II-B October 14,1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
The Partnerships would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships. However, such partnership
agreements provide that the General Partner may extend the term of each
Partnership for up to five periods of two years each. The General Partner has
extended the terms of the Partnerships for their third two-year extension
thereby extending their termination date to December 31, 2007.
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-49
An affiliate of the General Partner owned the following Units at December
31, 2005:
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 153,277 31.65%
II-B 106,568 29.46%
II-C 54,028 34.94%
II-D 97,751 31.04%
II-E 76,371 33.38%
II-F 48,424 28.25%
II-G 82,993 22.30%
II-H 28,721 31.32%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas production is 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 obtaining transportation services
provided by pipelines. The Partnerships' oil is sold at or near the
Partnerships' wells under short-term purchase contracts at prevailing
arrangements which are customary in the oil industry. The prices received for
the Partnerships' oil and gas are subject to influences such as global
consumption and supply trends.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
F-50
Before Payout(1) After Payout(1)
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(3) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(3) 5% 95% 15% 85%
Income(2)
- ------------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(3) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 95.9596% to the
limited partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the Limited
Partners are allocated 95% of such costs and the General Partner is
allocated 5% of such costs.
(3) If at payout the Limited Partners have received distributions at an annual
rate less than 12% of their subscriptions, the percentage of income and
costs allocated to the general partner and managing partner will increase
to only 10% and the percentage allocated to the Limited Partners will
decrease to only 90%. Thereafter, if the
F-51
distribution to Limited Partners reaches an average annual rate of 12% the
allocation will change to 15% to the general partner and managing partner
and 85% to the Limited Partners.
All Partnerships have achieved payout. After payout, operations and
revenues for the Partnerships have been and will be allocated using the 10% /
90% after payout percentages as described in Footnote 3 to the table above.
Basis of Presentation
These financial statements reflect the combined accounts of each
Partnership after the elimination of all inter-partnership transactions and
balances.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
F-52
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' calculation of depreciation, depletion, and amortization includes
estimated dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates, which include accretion of
the asset retirement obligation, per equivalent barrel of oil produced during
the years ended December 31, 2005, 2004, and 2003, were as follows:
Partnership 2005 2004 2003
----------- ----- ----- -----
II-A $2.41 $1.25 $1.09
II-B 2.51 1.17 1.14
II-C 1.79 1.08 1.22
II-D 1.63 1.26 1.95
II-E 2.31 2.33 1.41
II-F 1.53 2.32 1.37
II-G 1.55 2.39 1.39
II-H 1.54 2.42 1.38
When complete units of depreciable property are retired or sold, the asset
cost, related accumulated depreciation, and remaining asset retirement
obligation, 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. No impairment provisions were recorded by the Partnerships
during the three years ended December 31, 2005.
The risk that the Partnerships will be required to record impairment
provisions in the future increases as oil and gas prices decrease.
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 annual
average production costs per Mcf. At December 31, 2005 and 2004, cumulative
total gas sales volumes for underproduced wells were less than the
F-53
Partnerships' pro-rata share of total gas production from these wells by the
following amounts:
2005 2004
---------------------- ---------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 526,539 $601,624 547,267 $625,308
II-B 230,226 271,456 220,054 252,768
II-C 195,069 155,926 169,216 121,531
II-D 470,689 371,875 447,143 345,329
II-E 326,359 209,941 324,938 208,295
II-F 54,651 30,727 62,433 35,102
II-G 117,353 65,542 134,837 75,307
II-H 28,476 16,952 33,149 19,734
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2004 for the II-A
Partnership represents a charge accrued for the payment of a judgment related to
plugging liabilities. The decrease in Accrued Liability - Other from December
31, 2004 to December 31, 2005 was due to a ruling made by the Texas Supreme
Court on April 8, 2005 that the Partnership did not owe this liability.
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
annual average production costs per Mcf. At December 31, 2005 and 2004,
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:
2005 2004
-------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 136,010 $155,405 156,928 $179,306
II-B 56,172 72,442 39,928 42,599
II-C 55,517 44,603 47,790 34,323
II-D 133,275 102,928 141,589 109,349
II-E 29,560 25,448 16,801 10,668
II-F 35,503 26,676 29,564 20,227
II-G 68,713 45,118 60,048 35,560
II-H 18,994 15,003 16,145 11,907
F-54
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices for which the Partnerships are
currently settling this liability. At December 31, 2005 and 2004 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:
2005 2004
------------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------ -------- ------ --------
II-A 64,638 $96,957 72,424 $108,636
II-B 23,709 35,564 26,351 39,527
II-C 8,969 13,454 14,693 22,040
II-D 11,732 17,598 15,064 22,596
II-E 28,949 43,424 28,949 43,424
II-F 1,541 2,312 2,261 3,392
II-G 10,211 15,317 7,897 11,846
II-H - - - -
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.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
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.
F-55
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, asset retirement obligations, 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.
Asset Retirement Obligation
The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted. FAS No. 143 requires the estimated plugging
and abandonment obligations to be recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized as part of the carrying amount of
the well. Estimated abandonment dates will be revised in the future based on
changes to related economic lives, which vary with product prices and production
costs. Estimated plugging costs may also be adjusted to reflect industry
experience. On January 1, 2003, the Partnerships adopted FAS No.143, "Accounting
for Asset Retirement Obligations" and recorded an increase in capitalized cost
of oil and gas properties, an increase (decrease) in net income for the
cumulative effect of the change in accounting principle, and an asset retirement
obligation. During the year ended December 31, 2005, the Partnerships' asset
retirement obligations were revised upward due to an increase in both the labor
and rig costs associated with plugging wells. Cash flows would not be affected
until wells are actually plugged and abandoned.
The asset retirement obligation is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For the year ended
December 31, 2005, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H
Partnerships
F-56
recognized approximately $167,000, $71,000, $25,000, $89,000, $49,000, $27,000,
$58,000, and $14,000, respectively, of an increase in depreciation, depletion,
and amortization expense, which was comprised of accretion of the asset
retirement obligation and depletion of the increase in capitalized cost of oil
and gas properties.
The components of the change in asset retirement obligations for the year
ended December 31, 2005 and 2004 are as shown below.
II-A Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $393,670 $277,914
Additions 6,908 78
Revisions 466,239 105,047
Settlement and disposals ( 1,820) ( 418)
Accretion expense 39,790 11,049
------- -------
Total Asset Retirement
Obligation, December 31 $904,787 $393,670
======= =======
Asset Retirement Obligation -
Current $ 41,485 $ 34,994
Asset Retirement Obligation -
Long-Term 863,302 358,676
II-B Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $210,198 $202,141
Additions 2,149 -
Revisions 155,638 -
Settlement and disposals ( 987) ( 51)
Accretion expense 16,888 8,108
------- -------
Total Asset Retirement
Obligation, December 31 $383,886 $210,198
======= =======
Asset Retirement Obligation -
Current $ 11,476 $ 17,122
Asset Retirement Obligation -
Long-Term 372,410 193,076
F-57
II-C Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 73,574 $ 71,173
Additions 212 -
Revisions 61,173 -
Settlement and disposals ( 673) ( 691)
Accretion expense 6,505 3,092
------- -------
Total Asset Retirement
Obligation, December 31 $140,791 $ 73,574
======= =======
Asset Retirement Obligation -
Current $ 9,569 $ 10,892
Asset Retirement Obligation -
Long-Term 131,222 62,682
II-D Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $187,060 $185,990
Additions 2,210 -
Revisions 238,232 -
Settlement and disposals - ( 6,957)
Accretion expense 21,111 8,027
------- -------
Total Asset Retirement
Obligation, December 31 $448,613 $187,060
======= =======
Asset Retirement Obligation -
Current $ 45,216 $ 25,732
Asset Retirement Obligation -
Long-Term 403,397 161,328
F-58
II-E Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $102,444 $ 98,320
Additions 441 14
Revisions 123,724 -
Settlement and disposals ( 692) ( 132)
Accretion expense 11,140 4,242
------- -------
Total Asset Retirement
Obligation, December 31 $237,057 $102,444
======= =======
Asset Retirement Obligation -
Current $ 6,501 $ 24,458
Asset Retirement Obligation -
Long-Term 230,556 77,986
II-F Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $102,318 $ 98,166
Additions 1,073 36
Revisions 86,747 -
Settlement and disposals ( 1,690) ( 322)
Accretion expense 9,401 4,438
------- -------
Total Asset Retirement
Obligation, December 31 $197,849 $102,318
======= =======
Asset Retirement Obligation -
Current $ 1,909 $ 6,987
Asset Retirement Obligation -
Long-Term 195,940 95,331
F-59
II-G Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $218,637 $209,768
Additions 2,245 76
Revisions 186,533 -
Settlement and disposals ( 3,531) ( 673)
Accretion expense 20,159 9,466
------- -------
Total Asset Retirement
Obligation, December 31 $424,043 $218,637
======= =======
Asset Retirement Obligation -
Current $ 3,988 $ 15,421
Asset Retirement Obligation -
Long-Term 420,055 203,216
II-H Partnership
----------------
2005 2004
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 53,561 $ 51,379
Additions 520 17
Revisions 45,175 -
Settlement and disposals ( 817) ( 156)
Accretion expense 4,910 2,321
------- -------
Total Asset Retirement
Obligation, December 31 $103,349 $ 53,561
======= =======
Asset Retirement Obligation -
Current $ 922 $ 3,884
Asset Retirement Obligation -
Long-Term 102,427 49,677
F-60
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated due to expense limitations
imposed by the Partnership Agreements. The following is a summary of payments
made to the General Partner or its affiliates by the Partnerships for general
and administrative overhead costs for the years ended December 31, 2005, 2004,
and 2003:
Partnership 2005 2004 2003
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided.
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, 2005, 2004 and 2003:
F-61
Partnership Purchaser Percentage
- ----------- ------------------------ ------------------------
2005 2004 2003
----- ----- -----
II-A BP America Production Co. 14.0% 14.8% 14.6%
Cinergy Marketing Company
("Cinergy") 12.5% 16.1% 16.5%
Duke Energy Field Services
("Duke") 10.3% 12.3% 15.0%
II-B Cinergy 16.0% 24.1% 26.0%
Citation Oil & Gas Corp.
("Citation") 14.8% 13.1% 12.5%
Duke - - 14.0%
II-C Cinergy 14.0% 22.3% 23.5%
Citation 12.3% 11.6% 10.8%
Duke - - 12.8%
II-D Cinergy 12.3% 17.0% 15.2%
Vintage Petroleum, Inc. 11.1% 10.3% 11.3%
Whiting Petroleum Corp. - 11.8% -
II-E Atlas Pipeline Mid-
Continent LLC 13.3% - -
Cinergy 12.8% 25.1% 23.6%
Duke - - 10.6%
II-F Duke 13.7% 14.7% -
Cinergy - 12.3% 13.6%
Chevron U.S.A., Inc. - 10.0% -
II-G Duke 13.8% 14.9% -
Cinergy - 12.2% 13.4%
II-H Duke 14.0% 15.1% -
Cinergy - 11.9% 13.2%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
F-62
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 2005 and 2004 were as
follows:
II-A Partnership
----------------
2005 2004
------------- -------------
Proved properties $30,038,453 $29,432,867
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 27,569,087) ( 27,206,745)
---------- ----------
Net oil and gas
properties $ 2,469,366 $ 2,226,122
========== ==========
II-B Partnership
----------------
2005 2004
------------- -------------
Proved properties $20,598,447 $20,343,327
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 19,054,229) ( 18,753,084)
---------- ----------
Net oil and gas
properties $ 1,544,218 $ 1,590,243
========== ==========
F-63
II-C Partnership
----------------
2005 2004
------------- -------------
Proved properties $ 8,722,127 $ 8,603,091
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 7,993,885) ( 7,873,421)
---------- ----------
Net oil and gas
properties $ 728,242 $ 729,670
========== ==========
II-D Partnership
----------------
2005 2004
------------- -------------
Proved properties $14,226,782 $13,807,425
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 12,667,197) ( 12,422,049)
---------- ----------
Net oil and gas
properties $ 1,559,585 $ 1,385,376
========== ==========
II-E Partnership
----------------
2005 2004
------------- -------------
Proved properties $13,234,154 $13,153,722
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 12,025,095) ( 11,907,394)
---------- ----------
Net oil and gas
properties $ 1,209,059 $ 1,246,328
========== ==========
F-64
II-F Partnership
----------------
2005 2004
------------- -------------
Proved properties $10,482,766 $10,559,040
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 9,313,628) ( 9,372,021)
---------- ----------
Net oil and gas
properties $ 1,169,138 $ 1,187,019
========== ==========
II-G Partnership
----------------
2005 2004
------------- -------------
Proved properties $22,459,822 $22,613,534
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 19,945,418) ( 20,058,851)
---------- ----------
Net oil and gas
properties $ 2,514,404 $ 2,554,683
========== ==========
II-H Partnership
----------------
2005 2004
------------- -------------
Proved properties $ 5,389,006 $ 5,422,323
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 4,791,934) ( 4,816,522)
---------- ----------
Net oil and gas
properties $ 597,072 $ 605,801
========== ==========
F-65
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 2005, 2004, and 2003. Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2005, 2004, and 2003, were as follows:
Partnership 2005(1) 2004 2003(2)
----------- -------- -------- --------
II-A $133,494 $ 93,122 $102,903
II-B 96,434 53,458 24,971
II-C 54,420 11,074 24,478
II-D 151,464 16,239 153,431
II-E 31,965 30,342 24,348
II-F 20,736 79,459 41,415
II-G 43,264 174,306 93,448
II-H 9,960 43,819 24,574
- ----------
(1) Excludes the estimated asset retirement costs for the II-A, II-B, II-C,
II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $466,000,
$156,000, $61,000, $238,000, $124,000, $87,000, $187,000, and $45,000,
respectively, recorded as a revision in FAS No. 143 during 2005 due to an
increase in both the labor and rig costs associated with plugging wells.
(2) Excludes the estimated asset retirement costs for the II-A, II-B, II-C,
II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $174,000,
$125,000, $39,000, $106,000, $61,000, $58,000, $125,000, and $30,000,
respectively, recorded as part of the FAS No. 143 implementation.
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 of
America, for the periods indicated. The proved reserves at December 31, 2005,
2004, and 2003, were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-66
II-A Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 517,852 5,817,550
Production ( 74,313) ( 717,179)
Sale of minerals in place ( 3,193) ( 12,518)
Extensions and discoveries 14,463 19,843
Revision of previous
estimates 123,530 1,495,095
------- ---------
Proved reserves, Dec. 31, 2003 578,339 6,602,791
Production ( 65,565) ( 646,674)
Extensions and discoveries 24,761 27,944
Revision of previous
estimates 103,350 292,754
------- ---------
Proved reserves, Dec. 31, 2004 640,885 6,276,815
Production ( 57,813) ( 652,272)
Extensions and discoveries 5,078 40,703
Revision of previous
estimates 99,216 702,495
------- ---------
Proved reserves, Dec. 31, 2005 687,366 6,367,741
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 578,339 6,602,791
======= =========
December 31, 2004 640,885 6,276,815
======= =========
December 31, 2005 687,366 6,367,741
======= =========
F-67
II-B Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 359,624 4,443,545
Production ( 43,725) ( 548,582)
Sale of minerals in place ( 1,073) -
Revision of previous
estimates 135,560 1,136,134
------- ---------
Proved reserves, Dec. 31, 2003 450,386 5,031,097
Production ( 42,473) ( 535,070)
Extensions and discoveries 62 7,138
Revision of previous
estimates 56,873 316,845
------- ---------
Proved reserves, Dec. 31, 2004 464,848 4,820,010
Production ( 40,011) ( 516,244)
Extensions and discoveries 93 10,833
Revision of previous
estimates 64,299 461,682
------- ---------
Proved reserves, Dec. 31, 2005 489,229 4,776,281
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 450,386 5,031,097
======= =========
December 31, 2004 464,848 4,820,010
======= =========
December 31, 2005 489,229 4,776,281
======= =========
F-68
II-C Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 128,944 3,120,468
Production ( 15,806) ( 315,371)
Sale of minerals in place - ( 326)
Revision of previous
estimates 53,740 666,561
------- ---------
Proved reserves, Dec. 31, 2003 166,878 3,471,332
Production ( 15,365) ( 301,090)
Extensions and discoveries 46 3,685
Revision of previous
estimates 14,202 279,351
------- ---------
Proved reserves, Dec. 31, 2004 165,761 3,453,278
Production ( 14,817) ( 323,872)
Extensions and discoveries 105 22,834
Revision of previous
estimates 22,360 393,673
------- ---------
Proved reserves, Dec. 31, 2005 173,409 3,545,913
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 166,878 3,471,332
======= =========
December 31, 2004 165,761 3,453,278
======= =========
December 31, 2005 173,409 3,545,913
======= =========
F-69
II-D Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 186,724 7,948,973
Production ( 23,482) ( 724,786)
Sale of minerals in place - ( 3,434)
Revision of previous
estimates 42,251 1,599,398
------- ---------
Proved reserves, Dec. 31, 2003 205,493 8,820,151
Production ( 25,312) ( 674,131)
Extensions and discoveries 22 720
Revision of previous
estimates 7,112 945,649
------- ---------
Proved reserves, Dec. 31, 2004 187,315 9,092,389
Production ( 21,859) ( 749,576)
Extensions and discoveries 1,668 278,804
Revision of previous
estimates 5,701 1,023,871
------- ---------
Proved reserves, Dec. 31, 2005 172,825 9,645,488
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 205,493 8,820,151
======= =========
December 31, 2004 187,315 9,092,389
======= =========
December 31, 2005 172,825 9,645,488
======= =========
F-70
II-E Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 173,164 4,192,406
Production ( 19,131) ( 467,472)
Sale of minerals in place ( 1,055) ( 19,430)
Extensions and discoveries 1,301 4,400
Revision of previous
estimates 31,447 1,283,438
------- ---------
Proved reserves, Dec. 31, 2003 185,726 4,993,342
Production ( 18,135) ( 409,863)
Extensions and discoveries 2,525 4,046
Revision of previous
estimates 10,086 397,213
------- ---------
Proved reserves, Dec. 31, 2004 180,202 4,984,738
Production ( 17,951) ( 423,292)
Extensions and discoveries 2,549 69,486
Revision of previous
estimates 13,192 408,223
------- ---------
Proved reserves, Dec. 31, 2005 177,992 5,039,155
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 185,726 4,993,342
======= =========
December 31, 2004 180,202 4,984,738
======= =========
December 31, 2005 177,992 5,039,155
======= =========
F-71
II-F Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 230,274 2,962,281
Production ( 24,828) ( 442,255)
Sale of minerals in place ( 2,571) ( 48,081)
Extensions and discoveries 4,306 4,018
Revision of previous
estimates 87,190 1,329,431
------- ---------
Proved reserves, Dec. 31, 2003 294,371 3,805,394
Production ( 26,083) ( 402,717)
Sale of minerals in place ( 63) -
Extensions and discoveries 6,173 9,846
Revision of previous
estimates 67,338 300,347
------- ---------
Proved reserves, Dec. 31, 2004 341,736 3,712,870
Production ( 25,599) ( 377,857)
Extensions and discoveries 4,602 25,052
Revision of previous
estimates 16,771 192,530
------- ---------
Proved reserves, Dec. 31, 2005 337,510 3,552,595
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 294,371 3,805,394
======= =========
December 31, 2004 341,736 3,712,870
======= =========
December 31, 2005 337,510 3,552,595
======= =========
F-72
II-G Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 483,873 6,369,980
Production ( 52,045) ( 941,870)
Sale of minerals in place ( 5,382) ( 100,643)
Extensions and discoveries 7,050 20,444
Revision of previous
estimates 184,556 2,832,630
------- ---------
Proved reserves, Dec. 31, 2003 618,052 8,180,541
Production ( 54,665) ( 859,114)
Sale of minerals in place ( 134) -
Extensions and discoveries 12,909 21,136
Revision of previous
estimates 140,299 618,003
------- ---------
Proved reserves, Dec. 31, 2004 716,461 7,960,566
Production ( 53,848) ( 803,073)
Extensions and discoveries 9,625 52,932
Revision of previous
estimates 35,493 401,182
------- ---------
Proved reserves, Dec. 31, 2005 707,731 7,611,607
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 618,052 8,180,541
======= =========
December 31, 2004 716,461 7,960,566
======= =========
December 31, 2005 707,731 7,611,607
======= =========
F-73
II-H Partnership
----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 113,085 1,553,934
Production ( 12,082) ( 226,604)
Sale of minerals in place ( 1,246) ( 23,321)
Extensions and discoveries 1,522 3,284
Revision of previous
estimates 42,790 682,941
------- ---------
Proved reserves, Dec. 31, 2003 144,069 1,990,234
Production ( 12,688) ( 206,905)
Sale of minerals in place ( 35) -
Extensions and discoveries 2,986 4,879
Revision of previous
estimates 32,591 140,638
------- ---------
Proved reserves, Dec. 31, 2004 166,923 1,928,846
Production ( 12,446) ( 193,427)
Extensions and discoveries 2,225 12,498
Revision of previous
estimates 8,241 92,864
------- ---------
Proved reserves, Dec. 31, 2005 164,943 1,840,781
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 144,069 1,990,234
======= =========
December 31, 2004 166,923 1,928,846
======= =========
December 31, 2005 164,943 1,840,781
======= =========
F-74
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2005 and 2004 are as
follows:
II-A Partnership
----------------
2005
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,722,929 $1,725,302 $2,056,469 $2,261,419
Gross Profit (1) 1,385,054 1,324,766 1,624,133 1,726,379
Net Income 1,178,278 1,113,686 1,319,604 1,485,922
Limited Partners'
Net Income
Per Unit 2.18 2.06 2.42 2.75
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,330,325 $1,513,624 $1,507,023 $1,628,385
Gross Profit (1) 974,380 1,139,309 1,175,603 1,150,065
Net Income 784,336 940,245 994,988 947,129
Limited Partners'
Net Income
Per Unit 1.45 1.74 1.84 1.75
- -----------------------
(1) Total revenues less oil and gas production expenses.
F-75
II-B Partnership
----------------
2005
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,304,978 $1,193,712 $1,546,333 $1,703,529
Gross Profit (1) 1,049,417 888,801 1,221,415 1,297,492
Net Income 889,366 703,916 1,022,765 1,097,868
Limited Partners'
Net Income
Per Unit 2.20 1.74 2.52 2.71
2004
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $ 968,286 $1,112,016 $1,118,405 $1,227,766
Gross Profit (1) 703,386 834,837 871,003 877,007
Net Income 562,085 680,170 730,236 737,923
Limited Partners'
Net Income
Per Unit 1.39 1.68 1.81 1.84
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-76
II-C Partnership
----------------
2005
---------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- --------- --------
Total Revenues $664,428 $642,064 $754,919 $979,433
Gross Profit (1) 539,833 535,868 605,787 749,862
Net Income 459,969 457,626 520,382 670,138
Limited Partners'
Net Income
Per Unit 2.67 2.65 3.00 3.89
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- -------- --------
Total Revenues $481,411 $537,086 $526,299 $591,746
Gross Profit (1) 351,488 411,304 420,351 429,389
Net Income 282,631 333,463 360,835 371,401
Limited Partners'
Net Income
Per Unit 1.63 1.93 2.10 2.16
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-77
II-D Partnership
----------------
2005
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,433,490 $1,302,519 $1,528,329 $2,225,258
Gross Profit (1) 1,123,198 1,054,188 1,219,087 1,822,932
Net Income 976,831 962,742 1,050,920 1,614,426
Limited Partners'
Net Income
Per Unit 2.78 2.76 2.98 4.58
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,071,700 $1,038,622 $1,092,769 $1,200,174
Gross Profit (1) 805,362 746,534 860,414 824,029
Net Income 641,864 584,245 737,874 729,263
Limited Partners'
Net Income
Per Unit 1.82 1.65 2.10 2.08
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-78
II-E Partnership
----------------
2005
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- -------- ----------
Total Revenues $836,480 $717,491 $970,593 $1,444,722
Gross Profit (1) 686,658 558,118 779,550 1,160,633
Net Income 556,771 458,499 658,857 1,025,099
Limited Partners'
Net Income
Per Unit 2.18 1.79 2.57 4.00
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- --------- ----------
Total Revenues $701,885 $727,353 $710,550 $ 665,249
Gross Profit (1) 541,968 577,164 551,557 450,609
Net Income 323,071 457,048 446,272 417,443
Limited Partners'
Net Income
Per Unit 1.21 1.79 1.74 1.65
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-79
II-F Partnership
----------------
2005
---------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- --------- ----------
Total Revenues $931,366 $891,095 $1,024,047 $1,028,390
Gross Profit (1) 826,678 735,280 874,832 777,879
Net Income 727,548 657,669 782,497 694,318
Limited Partners'
Net Income
Per Unit 3.81 3.44 4.08 3.64
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- -------- ---------- -----------
Total Revenues $784,599 $707,252 $ 762,301 $ 655,296
Gross Profit (1) 646,346 603,600 591,663 458,884
Net Income 559,564 518,704 441,127 352,723
Limited Partners'
Net Income
Per Unit 2.92 2.72 2.27 1.82
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-80
II-G Partnership
----------------
2005
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,993,983 $1,751,523 $2,315,812 $2,185,868
Gross Profit (1) 1,756,323 1,424,041 1,987,202 1,663,948
Net Income 1,565,408 1,256,838 1,789,544 1,491,075
Limited Partners'
Net Income
Per Unit 3.77 3.03 4.30 3.60
2004
-----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- -----------
Total Revenues $1,665,827 $1,506,539 $1,615,646 $1,398,966
Gross Profit (1) 1,370,530 1,281,783 1,252,104 981,757
Net Income 1,189,236 1,116,030 916,328 759,502
Limited Partners'
Net Income
Per Unit 2.86 2.70 2.16 1.81
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-81
II-H Partnership
----------------
2005
-----------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- ------- -------- --------
Total Revenues $474,932 412,593 $548,685 $519,567
Gross Profit (1) 417,968 335,323 469,534 394,343
Net Income 354,842 293,733 420,654 348,877
Limited Partners'
Net Income
Per Unit 3.47 2.87 4.10 3.42
2004
-----------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- ------- --------
Total Revenues $397,157 $362,080 $383,442 $333,571
Gross Profit (1) 326,107 306,765 296,487 232,432
Net Income 277,323 254,998 214,826 176,714
Limited Partners'
Net Income
Per Unit 2.71 2.50 2.05 1.71
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-82
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ---- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987
for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004
and is hereby incorporated by reference.
F-83
*4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-A
dated October 27, 2005.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on
Form 10-K for period ended December 31, 2003, filed with the SEC on
March 19, 2004 and is hereby incorporated by reference.
*4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-A dated
October 27, 2005.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.14 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to
F-84
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-B
dated October 27, 2005.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.16 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
10-K for period
F-85
ended December 31, 2003, filed with the SEC on March 19, 2004 and is
hereby incorporated by reference.
*4.24 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-B dated
October 27, 2005.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-C
dated October 27, 2005.
F-86
4.32 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
*4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-C dated
October 27, 2005.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
F-87
4.40 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-D
dated October 27, 2005.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.45 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
F-88
*4.48 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-D dated
October 27, 2005.
4.49 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
F-89
*4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-E
dated October 27, 2005.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-E filed as Exhibit 4.51 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
*4.61 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-E dated
October 27, 2005.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.64 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December
F-90
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-F dated October 27,
2005.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended
December 31, 2001,
F-91
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed
as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.74 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-F dated October 27, 2005.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.76 Certificate of Limited Partnership dated April 10, 1989, for the
Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.77 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December
F-92
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference..
*4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-G dated October 27,
2005.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November
14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed
as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.87 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-G dated October 27, 2005.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
F-93
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.91 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
*4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership
of Geodyne Energy Income Limited Partnership II-H dated October 27,
2005.
F-94
4.97 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.99 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed
as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
*4.100 Fifth Amendment to Certificate of Limited Partnership of Geodyne Energy
Income Limited Partnership II-H dated October 27, 2005.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
F-95
*10.6 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-A dated October 27,
2005.
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.12 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-B dated October 27,
2005.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period
F-96
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.18 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-C dated October 27,
2005.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.24 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-D dated October 27,
2005.
F-97
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.30 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-E dated October 27,
2005.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F,
F-98
filed as Exhibit 10.24 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.36 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-F dated October 27,
2005.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.42 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-G dated October 14,
2005.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
F-99
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
*10.48 Fifth Amendment to Amended and Restated Agreement of Partnership of
Geodyne Energy Income Production Partnership II-H dated October 27,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-H.
F-100
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
F-101
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-H.
F-102
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-103