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:
I-D: 0-15831 I-E: 0-15832 I-F: 0-15833
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
---------------------------------------------
(Exact name of Registrant as specified in its Articles)
I-D 73-1265223
I-E 73-1270110
Oklahoma I-F 73-1292669
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units in Geodyne Energy Income Limited Partnerships I-D through
I-F
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes X No
---- ----
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 X No
---- ----
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
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such reports) and (2) has been subject to the filing requirements for the past
90 days.
X Yes No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of Registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.
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 X No
----- -----
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.................................14
ITEM 2. PROPERTIES................................................14
ITEM 3. LEGAL PROCEEDINGS.........................................24
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......24
PART II.....................................................................24
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......24
ITEM 6. SELECTED FINANCIAL DATA...................................27
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................31
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................46
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............46
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................46
ITEM 9A. CONTROLS AND PROCEDURES...................................46
ITEM 9B. OTHER INFORMATION.........................................47
PART III....................................................................47
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...47
ITEM 11. EXECUTIVE COMPENSATION....................................48
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................53
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............54
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................55
PART IV.....................................................................56
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................56
SIGNATURES..................................................................67
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership I-D (the "I-D Partnership"),
Geodyne Energy Income Limited Partnership I-E (the "I-E Partnership"), and
Geodyne Energy Income Limited Partnership I-F (the "I-F Partnership")
(collectively, the "Partnerships") are limited partnerships formed under the
Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed
of public investors as limited partners (the "Limited Partners") and Geodyne
Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner. The
Partnerships commenced operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
I-D March 4, 1986
I-E September 10, 1986
I-F December 16, 1986
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' production operations. Geodyne serves as managing partner of such
general partnerships. Unless the context indicates otherwise, all references to
any single Partnership or all of the Partnerships in this Annual Report on Form
10-K ("Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the Partnerships, and as the managing partner
of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships, including the Partnerships. The General Partner is a wholly-owned
subsidiary of Samson Investment Company. Samson Investment Company and its
various corporate subsidiaries, including the General Partner (collectively
"Samson"), are primarily engaged in the production and development of and
exploration for oil and gas reserves and the acquisition and operation of
producing properties. At December 31, 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.
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The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and 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, 1999. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of the Partnerships for
the fourth two-year extension period 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 each Partnership to incur
borrowings, operations and expenses are currently funded out of each
Partnership's revenues from oil and gas sales. The General Partner may, but is
not required to, advance funds to a Partnership for the same purposes for which
Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods,
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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.
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.
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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 Customer Percentage
----------- --------------------------------- ----------
I-D Chevron U.S.A., Inc. ("Chevron") 28.0%
Duke Energy Field Services, Inc.
("Duke") 22.1%
Enogex Services Corporation 12.9%
Cinergy Marketing Company
("Cinergy") 12.0%
I-E Chevron 22.9%
BP America Production Company
("BP") 12.6%
Duke 12.2%
Cinergy 12.2%
I-F Cinergy 16.4%
Duke 12.7%
BP 12.3%
Chevron 11.8%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by the Partnerships' pipeline
transporters, the Partnerships may encounter difficulty in marketing their gas
and in maintaining historic sales levels. Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes that
alternatives would be available whereby the Partnerships would be able to
continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
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
-7-
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.
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.
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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;
* 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.
-9-
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 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".
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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.
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.
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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 operator's 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 one additional two-year period, the Partnerships will
terminate no later than December 31, 2009. 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.
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:
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* 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".
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".
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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.
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
P/ship Number of Gross Wells(2) Number of Net Wells(3)
- ------ ------------------------ ------------------------
Total Oil Gas Total Oil Gas
----- ----- ----- ----- ----- -----
I-D 544 418 126 3.59 .80 2.79
I-E 840 661 179 31.46 14.85 16.61
I-F 829 661 168 13.88 6.31 7.57
- ----------
(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
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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:
[Remainder of Page Intentionally Left Blank]
-15-
I-D Partnership
--------------
Working Revenue
Well Name County St. Interest Interest Type Status
--------- ------ --- -------- -------- ---- ------
<c>
David #6-13 Washita OK - 0.0003 Gas Producing
Dusk #1-16 Grady OK - 0.0007 Gas Producing
Harrel #2-11 Latimer OK - 0.0099 N/A Shut-In
Jo-Mill Unit (15 New Wells) Borden TX 0.0014 0.0012 Oil Producing
McNeill #5-14 Custer OK - 0.0002 Gas Producing
Pooler #1-22 Twin Grady OK - 0.0010 Gas Producing
I-E Partnership
---------------
Working Revenue
Well Name County St. Interest Interest Type Status
--------- ------ --- -------- -------- ---- ------
David #6-13 Washita OK - 0.0008 Gas Producing
Dusk #1-16 Grady OK - 0.0021 Gas Producing
Harrel #2-11 Latimer OK - 0.0319 N/A Shut-In
Jo-Mill Unit (15 New Wells) Borden TX 0.0060 0.0053 Oil Producing
McNeill #5-14 Custer OK - 0.0016 Gas Producing
Phillips #1-24 Grady OK - 0.0018 N/A In Progress
Pooler #1-22 Twin Grady OK - 0.0031 Gas Producing
I-F Partnership
---------------
Working Revenue
Well Name County St. Interest Interest Type Status
--------- ------ --- -------- -------- ---- ------
David #6-13 Washita OK - 0.0003 Gas Producing
Dusk #1-16 Grady OK - 0.0007 Gas Producing
Harrel #2-11 Latimer OK - 0.0110 N/A Shut-In
Jo-Mill Unit (15 New Wells) Borden TX 0.0028 0.0025 Oil Producing
McNeill #5-14 Custer OK - 0.0008 Gas Producing
Phillips #1-24 Grady OK - 0.0013 N/A In Progress
Pooler #1-22 Twin Grady OK - 0.0011 Gas Producing
-16-
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the following tables, direct operating expenses include
lease operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
Net Production Data
I-D Partnership
---------------
Year Ended December 31,
-----------------------------------------
2005 2004 2003
---------- -------- ----------
Production:
Oil (Bbls) 3,575 3,470 3,764
Gas (Mcf) 144,538 147,339 180,252
Oil and gas sales:
Oil $ 195,965 $139,002 $ 108,662
Gas 1,053,054 792,446 899,167
--------- ------- ---------
Total $1,249,019 $931,448 $1,007,829
========= ======= =========
Total direct operating
expenses $ 217,884 $170,669 $ 184,641
========= ======= =========
Direct operating expenses
as a percentage of oil
and gas sales 17.4% 18.3% 18.3%
Average sales price:
Per barrel of oil $54.82 $40.06 $28.87
Per Mcf of gas 7.29 5.38 4.99
Direct operating expenses
per equivalent Bbl of
oil $7.88 $6.09 $5.46
-17-
Net Production Data
I-E Partnership
---------------
Year Ended December 31,
--------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 39,629 44,611 53,377
Gas (Mcf) 784,104 816,326 981,953
Oil and gas sales:
Oil $2,129,676 $1,675,443 $1,471,470
Gas 5,708,069 4,272,200 4,805,295
--------- --------- ---------
Total $7,837,745 $5,947,643 $6,276,765
========= ========= =========
Total direct operating
expenses $1,600,838 $1,404,113 $1,410,871
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 20.4% 23.6% 22.5%
Average sales price:
Per barrel of oil $53.74 $37.56 $27.57
Per Mcf of gas 7.28 5.23 4.89
Direct operating expenses
per equivalent Bbl of
oil $9.40 $7.77 $6.50
-18-
Net Production Data
I-F Partnership
---------------
Year Ended December 31,
------------------------------------------
2005 2004 2003
---------- ---------- ----------
Production:
Oil (Bbls) 18,138 19,943 23,950
Gas (Mcf) 236,641 229,104 256,653
Oil and gas sales:
Oil $ 968,207 $ 753,620 $ 665,464
Gas 1,733,865 1,255,805 1,303,202
--------- --------- ---------
Total $2,702,072 $2,009,425 $1,968,666
========= ========= =========
Total direct operating
expenses $ 588,516 $ 575,214 $ 541,712
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 21.8% 28.6% 27.5%
Average sales price:
Per barrel of oil $53.38 $37.79 $27.79
Per Mcf of gas 7.33 5.48 5.08
Direct operating expenses
per equivalent Bbl of
oil $10.22 $9.90 $8.12
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 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.
-19-
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 such 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 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.
-20-
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2005(1)
I-D Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 1,559,316
Oil and liquids (Bbls) 71,529
Net present value (discounted at 10% per annum) $ 7,249,132
I-E Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 8,258,668
Oil and liquids (Bbls) 531,483
Net present value (discounted at 10% per annum) $41,189,324
I-F Partnership:
- ---------------
Estimated proved reserves:
Gas (Mcf) 2,453,345
Oil and liquids (Bbls) 250,616
Net present value (discounted at 10% per annum) $13,999,885
- ----------
(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.
-21-
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
----------- ------ -------
I-D 27 4%
I-E 41 4%
I-F 41 4%
The following table sets forth certain well and reserves 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 table contains the following
information for each such basin: (i) the number of gross and net wells, (ii) the
number of wells in which only a non-working interest is owned, (iii) the
Partnership's total number of wells, (iv) the number and percentage of wells
operated by the Partnership's affiliates, (v) estimated proved oil reserves,
(vi) estimated proved gas reserves, and (vii) the present value (discounted at
10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas Panhandle.
The Permian Basin straddles west Texas and southeast New Mexico.
-22-
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
- ---------------- ----- ----- ------ ------ ------ ---- -------- --------- -----------
I-D Partnership:
Anadarko 83 2.05 57 140 23 16% 7,797 869,877 $ 3,717,256
Permian 424 .69 4 428 - - 60,577 545,578 2,915,299
I-E Partnership:
Anadarko 102 10.84 63 165 29 18% 38,659 4,023,884 $17,140,829
Permian 436 4.23 3 439 8 2% 299,691 3,248,628 16,608,082
I-F Partnership:
Anadarko 102 4.92 64 166 29 17% 17,140 1,766,721 $ 7,545,870
Permian 425 1.94 - 425 8 2% 147,903 193,808 2,995,691
- ---------------------
(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.
-23-
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
oil and gas properties. Record title to all of the Partnerships' properties is
held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of
the General Partner.
Title to the Partnerships' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor
the Partnerships or their properties are subject to any litigation, the results
of which would have a material effect on the Partnerships' or the General
Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2005.
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
Number of Limited
Partnership Units Partners
----------- --------- ---------
I-D 7,195 578
I-E 41,839 2,196
I-F 14,321 674
-24-
Units were initially sold for a price of $1,000. The Units are not traded
on any exchange and there is no public trading market for them. The General
Partner is aware of certain transfers of Units between unrelated parties, some
of which are facilitated by secondary trading firms and matching services. In
addition, as further described below, the General Partner is aware of certain
"4.9% tender offers" which have been made for the Units. The General Partner
believes that the transfers between unrelated parties have been limited and
sporadic in number and volume. Other than trades facilitated by certain
secondary trading firms and matching services, no organized trading market for
Units exists and none is expected to develop. Due to the nature of these
transactions, the General Partner has no verifiable information regarding prices
at which Units have been transferred. Further, a transferee may not become a
substitute Limited Partner without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purpose of
this Annual Report, a Unit represents an initial subscription of $1,000 to a
Partnership.
Repurchase Offer Prices
-----------------------
2004 2005 2006
-------------------------- -------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $222 $207 $273 $252 $232 $212 $343 $322 $293
I-E 197 182 249 226 204 183 303 281 253
I-F 200 187 221 202 182 162 302 280 251
The Partnership Agreements also provide for a right of presentment ("Right
of Presentment") whereby the General Partner is required, upon request, to
purchase up to 10% of a Partnership's outstanding Units at a price calculated
pursuant to the terms of the Partnership Agreements and based on the liquidation
value of the limited partnership interest, with a reduction for 70% of cash
distributions that have been received prior to the transfer of the partnership
interest. The following table sets forth the Right of Presentment price per Unit
as of the periods indicated.
-25-
Right of Presentment Prices
---------------------------
2004 2005 2006
-------------------------- -------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
I-D $231 $221 $272 $257 $243 $229 $338 $324 $303
I-E 209 199 249 233 218 203 301 286 266
I-F 208 199 221 208 193 180 301 286 265
In addition to the repurchase offer and Right of Presentment described
above, some of the Partnerships have been subject to "4.9% tender offers" from
several third parties. The General Partner does not know the terms of these
offers or the prices received by the Limited Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2004 and 2005 and the first quarter of 2006:
-26-
Cash Distributions
------------------
2004
-----------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------
I-D $21.27 $14.46 $16.40 $21.54
I-E 20.36 14.75 18.98 22.37
I-F 16.06 13.41 15.22 19.34
2005 2006
----------------------------------------- ------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ------ ------ ------ ------ ------
I-D $20.15 $19.88 $19.46 $20.29 $29.05
I-E 22.13 20.91 23.28 21.92 28.06
I-F 20.04 19.83 23.67 21.72 29.05
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."
-27-
Selected Financial Data
I-D Partnership
---------------
2005 2004 2003 2002 2001
---------- ---------- ------------ ---------- ----------
Oil and Gas Sales $1,249,019 $931,448 $1,007,829 $721,807 $980,513
Net Income:
Limited Partners 743,639 527,503 540,277 327,473 537,720
General Partner 137,222 97,832 106,891 63,388 104,007
Total 880,861 625,335 647,168 390,861 641,727
Limited Partners' Net
Income per Unit 103.35 73.32 75.09 45.51 74.74
Limited Partners' Cash
Distributions per
Unit 79.78 73.67 64.35 50.30 111.05
Total Assets 1,092,613 868,349 863,990 764,909 768,994
Partners' Capital
(Deficit):
Limited Partners 936,880 767,241 769,738 692,461 726,988
General Partner 6,023 ( 20,255) ( 23,613) ( 22,566) ( 32,551)
Number of Units
Outstanding 7,195 7,195 7,195 7,195 7,195
-28-
Selected Financial Data
I-E Partnership
---------------
2005 2004 2003 2002 2001
---------- ------------ ------------ ------------ ------------
Oil and Gas Sales $7,837,745 $5,947,643 $6,276,765 $4,439,929 $5,986,774
Net Income:
Limited Partners 4,530,699 3,256,207 3,249,876 1,938,357 2,402,419
General Partner 854,998 603,535 651,413 381,049 566,576
Total 5,385,697 3,859,742 3,901,289 2,319,406 2,968,995
Limited Partners' Net
Income per Unit 108.29 77.83 77.68 46.33 57.42
Limited Partners' Cash
Distributions per
Unit 88.24 76.46 71.42 41.66 111.02
Total Assets 6,624,014 5,138,680 5,002,936 4,485,466 4,235,904
Partners' Capital
(Deficit):
Limited Partners 5,108,183 4,269,484 4,212,277 3,950,401 3,755,044
General Partner 89,828 ( 73,642) ( 99,284) ( 92,930) ( 183,708)
Number of Units
Outstanding 41,839 41,839 41,839 41,839 41,839
-29-
Selected Financial Data
I-F Partnership
---------------
2005 2004 2003 2002 2001
---------- ------------ ------------ ------------ ------------
Oil and Gas Sales $2,702,072 $2,009,425 $1,968,666 $1,366,205 $1,594,591
Net Income:
Limited Partners 1,458,800 997,031 986,150 489,409 279,459
General Partner 285,859 186,124 187,031 97,261 96,425
Total 1,744,659 1,183,155 1,173,181 586,670 375,884
Limited Partners' Net
Income per Unit 101.86 69.62 68.86 34.17 19.51
Limited Partners' Cash
Distributions per
Unit 85.26 64.03 53.84 17.46 86.02
Total Assets 2,498,552 2,055,222 1,935,927 1,587,402 1,391,116
Partners' Capital
(Deficit):
Limited Partners 1,788,242 1,550,442 1,470,411 1,255,261 1,015,852
General Partner 46,741 ( 1,201) ( 13,564) ( 15,418) ( 49,082)
Number of Units
Outstanding 14,321 14,321 14,321 14,321 14,321
-30-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the 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:
-31-
* Worldwide and domestic supplies of oil and natural gas;
* The ability of the members of 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.
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.
-32-
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.
I-D Partnership
---------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
-------------------------------------
Total oil and gas sales increased $318,000 (34.1%) in 2005 as compared to
2004. Of this increase $53,000 and $276,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by a decrease of $15,000 related to a decrease in volumes of
gas sold. Volumes of oil sold increased 105 barrels, while volumes of gas sold
decreased 2,801 Mcf in 2005 as compared to 2004.
The decrease in volumes of gas sold was primarily due to normal declines
in production. This decrease was partially offset by (i) the successful
completion of several new wells during late 2004 and early to mid 2005, (ii)
positive prior period volume adjustments made by the operators on several wells
during 2005, and (iii) the first receipt of revenues on one significant well
during early 2005.
Average oil and gas prices increased to $54.82 per barrel and $7.29 per
Mcf, respectively, in 2005 from $40.06 per barrel and $5.38 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $47,000 (27.7%) 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) positive prior period lease
operating expense adjustments made on several wells during 2005, and (iii)
workover expenses incurred on several other wells during 2005. As a
-33-
percentage of oil and gas sales, these expenses decreased to 17.4% in 2005 from
18.3% in 2004.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties increased $8,000 (25.2%) in 2005 as compared to 2004. Of this
increase (i) $10,000 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 $8,000 was related to previously fully
depleted wells, and (ii) $1,000 was due to accretion of these additional asset
retirement obligations. This increase was also due to two significant wells
being fully depleted during 2005 due to the lack of remaining reserves. These
increases were partially offset by (i) several wells being fully depleted during
2004 due to the lack of remaining reserves and (ii) upward revisions in the
estimates of remaining oil and gas reserves since December 31, 2004. As a
percentage of oil and gas sales, this expense decreased to 3.3% in 2005 from
3.6% in 2004.
General and administrative expenses increased $7,000 (6.6%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 9.1% in 2005 from 11.4% in 2004, primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $17,843,175 or 248.00% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales decreased $76,000 (7.6%) in 2004 as compared to
2003. Of this decrease $8,000 and $164,000, respectively, were related to
decreases in volumes of oil and gas sold. These decreases were partially offset
by increases of $39,000 and $57,000, respectively, related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold decreased 294
barrels and 32,913 Mcf, respectively, in 2004 as compared to 2003. The decrease
in volumes of gas sold was primarily due to (i) normal declines in production
and (ii) the shutting-in of one significant well during 2004 in order to perform
a workover.
Average oil and gas prices increased to $40.06 per barrel and $5.38 per
Mcf, respectively, in 2004 from $28.87 per barrel and $4.99 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $14,000 (7.6%) in 2004 as compared to 2003. As a
percentage of oil and gas sales, these expenses remained constant at 18.3% in
2004 and 2003.
-34-
DD&A of oil and gas properties decreased $39,000 (54.1%) in 2004 as
compared to 2003. This decrease was primarily due to (i) one significant well
being fully depleted in 2003 due to the lack of remaining reserves and (ii) the
decreases in volumes of oil and gas sold. These decreases were partially offset
by several other wells being fully depleted in 2004 due to the lack of remaining
reserves. As a percentage of oil and gas sales, this expense decreased to 3.6%
in 2004 from 7.2% in 2003, 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 increased to
11.4% in 2004 from 10.5% in 2003.
I-E Partnership
---------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
-------------------------------------
Total oil and gas sales increased $1,890,000 (31.8%) in 2005 as compared
to 2004. Of this increase $641,000 and $1,605,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of $187,000 and $169,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased
4,982 barrels and 32,222 Mcf, respectively, 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
by the operator on one significant well during 2005. The decrease in volumes of
gas sold was primarily due to normal declines in production. This decrease was
partially offset by (i) an increase in production on several wells following the
successful workover of those wells during mid 2004 and early 2005, (ii) the
successful completion of several new wells during late 2004 and early to mid
2005, and (iii) positive prior period volume adjustments made by the operators
on several other wells during 2005.
Average oil and gas prices increased to $53.74 per barrel and $7.28 per
Mcf, respectively, in 2005 from $37.56 per barrel and $5.23 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $197,000 (14.0%) in 2005 as compared to 2004. This
increase was primarily due to (i) workover expenses incurred on several wells
during 2005, (ii) an increase in production taxes associated with the increase
in oil
-35-
and gas sales, and (iii) positive prior period lease operating expense
adjustments made on several other wells during 2005. These increases were
partially offset by (i) a reversal during 2005 of $89,000 of a charge previously
accrued for a judgment and (ii) workover expenses incurred on several wells
during 2004. As a percentage of oil and gas sales, these expenses decreased to
20.4% in 2005 from 23.6% 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 increased $174,000 (89.2%) in 2005 as compared to 2004. Of this
increase (i) $162,000 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 $128,000 was related to previously
fully depleted wells, and (ii) $21,000 was due to accretion of these additional
asset retirement obligations. This increase was also due to two significant
wells being fully depleted during 2005 due to the lack of remaining reserves.
These increases were partially offset by (i) several wells being fully depleted
during 2004 due to the lack of remaining reserves and (ii) upward revisions in
the estimates of remaining oil and gas reserves since December 31, 2004. As a
percentage of oil and gas sales, this expense increased to 4.7% 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 remained relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.5%
in 2005 from 8.5% in 2004, primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2005 totaling $74,942,552 or 179.12% of Limited Partners' capital contributions.
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales decreased $329,000 (5.2%) in 2004 as compared to
2003. Of this decrease $242,000 and $810,000, respectively, were related to
decreases in volumes of oil and gas sold. These decreases were partially offset
by increases of $446,000 and $277,000, respectively, related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold decreased 8,766
barrels and 165,627 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 volume adjustment made
by the operator on one significant well during 2003. The decrease in volumes of
gas sold was primarily
-36-
due to (i) normal declines in production and (ii) the shutting-in of one
significant well during 2004 in order to perform a workover.
Average oil and gas prices increased to $37.56 per barrel and $5.23 per
Mcf, respectively, in 2004 from $27.57 per barrel and $4.89 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2004 and 2003. A decrease in
lease operating expenses associated with the decreases in volumes of oil and gas
sold was substantially offset by (i) workover expenses incurred on several wells
during 2004 and (ii) repair and maintenance expenses incurred on another
significant well during 2004. As a percentage of oil and gas sales, these
expenses increased to 23.6% in 2004 from 22.5% in 2003.
DD&A of oil and gas properties decreased $291,000 (59.8%) in 2004 as
compared to 2003. This decrease was primarily due to (i) one significant well
being fully depleted in 2003 due to the lack of remaining reserves and (ii) the
decreases in volumes of oil and gas sold. These decreases were partially offset
by several other wells being fully depleted in 2004 due to the lack of remaining
reserves. As a percentage of oil and gas sales, this expense decreased to 3.3%
in 2004 from 7.7% in 2003, 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 increased to 8.5%
in 2004 from 8.2% in 2003.
I-F Partnership
---------------
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
-------------------------------------
Total oil and gas sales increased $693,000 (34.5%) in 2005 as compared to
2004. Of this increase (i) $283,000 and $437,000, respectively, were related to
increases in the average prices of oil and gas sold and (ii) $41,000 was related
to an increase in volumes of gas sold. These increases were partially offset by
a decrease of $68,000 related to a decrease in volumes of oil sold. Volumes of
oil sold decreased 1,805 barrels, while volumes of gas sold increased 7,537 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
by the operator on one significant well during 2005. The increase in volumes of
gas sold was primarily
-37-
due to (i) an increase in production on two significant wells following the
successful workover of those wells during mid 2004 and early 2005, (ii) the
successful completion of several new wells during late 2004 and early to mid
2005, and (iii) positive prior period volume adjustments made by the operators
on several wells during 2005. These increases were partially offset by normal
declines in production.
Average oil and gas prices increased to $53.38 per barrel and $7.33 per
Mcf, respectively, in 2005 from $37.79 per barrel and $5.48 per Mcf,
respectively, in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $13,000 (2.3%) in 2005 as compared to 2004. This
increase was primarily due to (i) workover expenses incurred on several wells
during 2005, (ii) an increase in production taxes associated with the increase
in oil and gas sales, and (iii) positive prior period lease operating expense
adjustments made on several other wells during 2005. These increases were
partially offset by (i) a reversal during 2005 of $62,000 of a charge previously
accrued for a judgment and (ii) workover expenses incurred on several wells
during 2004. As a percentage of oil and gas sales, these expenses decreased to
21.8% in 2005 from 28.6% 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 increased $115,000 (168.3%) in 2005 as compared to 2004. Of this
increase (i) $95,000 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 $81,000 was related to previously fully
depleted wells, and (ii) $11,000 was due to accretion of these additional asset
retirement obligations. These increases were partially offset by upward
revisions in the estimates of remaining oil and gas reserves since December 31,
2004. As a percentage of oil and gas sales, this expense increased to 6.8% in
2005 from 3.4% 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 7.2% 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 $23,614,664 or 164.90% of Limited Partners' capital contributions.
-38-
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales increased $41,000 (2.1%) in 2004 as compared to
2003. Of this increase $200,000 and $92,000, respectively, were related to
increases in the average prices of oil and gas sold. These increases were
partially offset by decreases of $111,000 and $140,000, respectively, related to
decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased
4,007 barrels and 27,549 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) positive prior period volume adjustments made by
the operators on several wells during 2003. The decrease in volumes of gas sold
was primarily due to normal declines in production. This decrease was partially
offset by a negative prior period volume adjustment made by the operator on one
significant well during 2003.
Average oil and gas prices increased to $37.79 per barrel and $5.48 per
Mcf, respectively, in 2004 from $27.79 per barrel and $5.08 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $34,000 (6.2%) in 2004 as compared to 2003. This
increase was primarily due to (i) workover expenses incurred on several wells
during 2004 and (ii) repair and maintenance expenses incurred on another
significant well during 2004. 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 28.6% in 2004 from 27.5% in 2003.
DD&A of oil and gas properties decreased $13,000 (15.8%) in 2004 as
compared to 2003. This decrease was primarily due to (i) the decreases in
volumes of oil and gas sold and (ii) an increase in depletable oil and gas
properties in 2003 primarily due to recompletion activities on one significant
well. As a percentage of oil and gas sales, this expense decreased to 3.4% in
2004 from 4.1% in 2003, primarily due to the dollar decrease in DD&A of oil and
gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.4%
in 2004 from 9.6% in 2003.
-39-
Average Sales Prices, Production Volumes and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per barrel of oil equivalent (one barrel of oil
or six Mcf of gas) for 2005, 2004, and 2003.
2005 Compared to 2004
---------------------
Average Sales Prices
- --------------------------------------------------------------------------
P/ship 2005 2004 % Change
- ------ ------------------ ------------------ ---------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
I-D $54.82 $7.29 $40.06 $5.38 37% 36%
I-E 53.74 7.28 37.56 5.23 43% 39%
I-F 53.38 7.33 37.79 5.48 41% 34%
Production Volumes
- --------------------------------------------------------------------------
P/ship 2005 2004 % Change
- -------- ------------------ ------------------ ---------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
I-D 3,575 144,538 3,470 147,339 3% (2%)
I-E 39,629 784,104 44,611 816,326 (11%) (4%)
I-F 18,138 236,641 19,943 229,104 ( 9%) 3%
Average Production Costs per
Barrel of Oil Equivalent
--------------------------------------
P/ship 2005 2004 % Change
------ ------ ----- --------
I-D $ 7.88 $6.09 29%
I-E 9.40 7.77 21%
I-F 10.22 9.90 3%
-40-
2004 Compared to 2003
---------------------
Average Sales Prices
- ---------------------------------------------------------------------------
P/ship 2004 2003 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ----
I-D $40.06 $5.38 $28.87 $4.99 39% 8%
I-E 37.56 5.23 27.57 4.89 36% 7%
I-F 37.79 5.48 27.79 5.08 36% 8%
Production Volumes
- ---------------------------------------------------------------------------
P/ship 2004 2003 % Change
- -------- ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
I-D 3,470 147,339 3,764 180,252 ( 8%) (18%)
I-E 44,611 816,326 53,377 981,953 (16%) (17%)
I-F 19,943 229,104 23,950 256,653 (17%) (11%)
Average Production Costs per
Barrel of Oil Equivalent
--------------------------------------
P/ship 2004 2003 % Change
------ ----- ----- --------
I-D $6.09 $5.46 12%
I-E 7.77 6.50 20%
I-F 9.90 8.12 22%
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
-41-
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
----------- --------- ---------
I-D 10.8 20.0
I-E 10.5 13.4
I-F 10.4 13.8
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,
2009, which is four 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 for any of the Partnerships 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 developmental activities, primarily well recompletion and
developmental drilling:
Partnership 2005 2004 2003
----------- -------- -------- --------
I-D $ 25,894 $ 22,991 $ 39,589
I-E 166,942 116,369 201,567
I-F 80,581 57,596 92,849
While these expenditures may 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 2004 and 2003.
No such sales occurred during 2005. The sale of the Partnerships' properties was
made by the General Partner after giving due consideration to both the offer
price and the General Partner's estimate of the property's remaining proved
reserves and future operating costs. Net proceeds from the sale of any such
properties were included in the calculation of the Partnerships' cash
distributions for the quarter immediately following the Partnerships' receipt of
the proceeds. The amount
-42-
of such proceeds from the sales of oil and gas properties during 2005, 2004, and
2003, were as follows:
Partnership 2005 2004 2003
----------- ------ ------- -------
I-D $ - $ 3,715 $ 101
I-E - 17,915 27,972
I-F - 5,546 20,097
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.
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.
Pursuant to the terms of the Partnership Agreements, the Partnerships
would have terminated on December 31, 1999. However, the Partnership Agreements
provide that the General Partner may extend the term of each Partnership for up
to five periods of two years each. The General Partner has extended the terms of
the Partnerships for the fourth two-year extension period 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.
-43-
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
required to be disclosed 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 Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partner's property screening costs. The acquisition cost
to the 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 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.
-44-
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 rate used in calculating the Deferred Charge and
Accrued Liability is the annual average production costs 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 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 this liability. 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.
-45-
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 and drilling costs incurred by the
Partnerships. This pressure is expected to continue to the extent 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.
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.
-46-
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 Geodyne
---------------- --- --------------------------------
Dennis R. Neill 54 President and Director
Judy K. Fox 55 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
-47-
Section 16(a) Beneficial Ownership Reporting Compliance
To the knowledge of the Partnerships and the General Partner, there were
no officers, directors, or ten percent owners who were delinquent filers during
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
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations, serving
on the General Partner's board of directors.
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 mailed to
Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West Second
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 for 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
-48-
presented, the amount charged to the Partnerships have not fluctuated every year
due to expense limitations imposed by the Partnership Agreements.
Partnership 2005 2004 2003
----------- -------- -------- --------
I-D $ 79,944 $ 79,944 $ 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2005, 2004, and 2003:
[Remainder of Page Intentionally Left Blank]
-49-
Salary Reimbursement
I-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 $43,391 - - - - - -
2004 $46,491 - - - - - -
2005 $47,707 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-D Partnership and no individual's salary or other
compensation reimbursement from the I-D Partnership equals or exceeds
$100,000 per annum.
-50-
Salary Reimbursement
I-E Partnership
---------------
Three Years Ended December 31, 2005
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $252,323 - - - - - -
2004 $270,351 - - - - - -
2005 $277,422 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-E Partnership and no individual's salary or other
compensation reimbursement from the I-E Partnership equals or exceeds
$100,000 per annum.
-51-
Salary Reimbursement
I-F Partnership
---------------
Three Years Ended December 31, 2005
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- ------- ----- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2003 - - - - - - -
2004 - - - - - - -
2005 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2003 $86,366 - - - - - -
2004 $92,536 - - - - - -
2005 $94,956 - - - - - -
- ----------
(1) The general and administrative expenses paid by the I-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the I-F Partnership and no individual's salary or other
compensation reimbursement from the I-F Partnership equals or exceeds
$100,000 per annum.
-52-
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)
- ------------------------------------ ------------------
I-D Partnership:
- ---------------
Samson Resources Company 2,204 (30.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 2,204 (30.6%)
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I-E Partnership:
- ---------------
Samson Resources Company 12,026 (28.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 12,026 (28.7%)
I-F Partnership:
- ---------------
Samson Resources Company 4,864 (34.0%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 4,864 (34.0%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The 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)
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for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2005 and 2004, each Partnership paid 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.
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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.
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 related
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 I-D
Geodyne Production Partnership I-D
Geodyne Energy Income Limited Partnership I-E
Geodyne Production Partnership I-E
Geodyne Energy Income Limited Partnership I-F
Geodyne Production Partnership I-F
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
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Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
---- -------
4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income Limited
Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-D dated
March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
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the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report
on Form 10-K405 for period ended December 31, 2001, filed with the
SEC on February 28, 2002 and is hereby incorporated by reference.
4.8 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Production Partnership I-D filed as Exhibit 4.8 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.9 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-D dated October 27, 2005.
4.10 Second Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.11 Third Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.12 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.13 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited
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Partnership I-D dated November 18, 2003 filed as Exhibit 4.12 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 26, 2004 and is hereby incorporated by
reference.
*4.14 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D dated
October 27, 2005.
4.15 Amended and Restated Agreement and Certificate of Limited
Partnership dated September 10, 1986 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.16 Amended and Restated Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-E dated March 9, 1989 filed as
Exhibit 4.12 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.17 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.18 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.19 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.20 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed
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with the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.21 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.17 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
4.22 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.20 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.23 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-E dated October 27, 2005.
4.24 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-E filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.25 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.19 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.26 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.24 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
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*4.28 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-E dated
October 27, 2005.
4.29 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.30 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-F dated
March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.32 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.33 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.34 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.35 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14,
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2001, for the Geodyne Energy Income Limited Partnership I-F filed as
Exhibit 4.27 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.36 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003, for the Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.32 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.37 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-F dated October 27, 2005.
4.38 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-F filed as Exhibit 4.28 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.41 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.36 to Annual Report on
Form 10-K for period ended December 31, 2003, filed with the SEC on
March 26, 2004 and is hereby incorporated by reference.
*4.42 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-F dated
October 27, 2005.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986
for Geodyne Energy Income Production
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Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.6 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.7 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-D dated October 27,
2005.
10.8 Amended and Restated Agreement of Partnership dated September 10,
1986 for Geodyne Energy Income Production Partnership I-E filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.9 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy
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Income Production Partnership I-E filed as Exhibit 10.5 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 24, 2000 and is hereby
incorporated by reference.
10.10 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.11 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.12 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.10 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.13 Fifth Amendment to Amended and Restated Agreement of Partnership
Dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.12 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.14 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-E dated October 27,
2005.
10.15 Amended and Restated Agreement of Partnership dated December 17,
1986 for Geodyne Energy Income Production Partnership I-F filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.16 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.17 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy
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Income Production Partnership I-F filed as Exhibit 10.9 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 24, 2000 and is hereby
incorporated by reference.
10.18 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.19 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.20 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.18 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.21 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-F dated October 27,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
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*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*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 I-D.
*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 I-E.
*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 I-F.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP I-F
By: GEODYNE RESOURCES, INC.
General Partner
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 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 Financial and
Accounting Officer)
//s//Judy K. Fox Secretary March 29, 2006
--------------------
Judy K. Fox
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE PRODUCTION PARTNERSHIP I-D
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-D, an Oklahoma
limited partnership, and Geodyne Production Partnership I-D, an Oklahoma general
partnership, at December 31, 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 the opinion expressed above.
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 I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
---------- ----------
CURRENT ASSETS:
Cash and cash equivalents $ 311,844 $250,839
Accounts receivable:
Oil and gas sales 310,780 153,570
--------- -------
Total current assets $ 622,624 $404,409
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 392,810 381,334
DEFERRED CHARGE 77,179 82,606
--------- -------
$1,092,613 $868,349
========= =======
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 33,313 $ 25,242
Gas imbalance payable 32,967 34,587
Asset retirement obligation -
current (Note 1) 1,556 2,453
--------- -------
Total current liabilities $ 67,836 $ 62,282
LONG-TERM LIABILITIES:
Accrued liability $ 25,062 $ 30,433
Asset retirement obligation
(Note 1) 56,812 28,648
--------- -------
Total long-term liabilities $ 81,874 $ 59,081
PARTNERS' CAPITAL (DEFICIT):
General Partner $ 6,023 ($ 20,255)
Limited Partners, issued and
outstanding, 7,195 Units 936,880 767,241
--------- -------
Total Partners' capital $ 942,903 $746,986
--------- -------
$1,092,613 $868,349
========= =======
The accompanying notes are an integral part of these
combined financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- -------- ----------
REVENUES:
Oil and gas sales $1,249,019 $931,448 $1,007,829
Interest income 4,988 1,602 1,283
Gain on sale of oil and
gas properties - 2,798 -
--------- ------- ---------
$1,254,007 $935,848 $1,009,112
COSTS AND EXPENSES:
Lease operating $ 136,449 $106,712 $ 115,533
Production tax 81,435 63,957 69,108
Depreciation, depletion,
and amortization of oil
and gas properties 41,721 33,315 72,583
General and administrative 113,541 106,529 105,819
--------- ------- ---------
$ 373,146 $310,513 $ 363,043
--------- ------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $ 880,861 $625,335 $ 646,069
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - - 1,099
--------- ------- ---------
NET INCOME $ 880,861 $625,335 $ 647,168
========= ======= =========
GENERAL PARTNER -
NET INCOME $ 137,222 $ 97,832 $ 106,891
========= ======= =========
LIMITED PARTNERS -
NET INCOME $ 743,639 $527,503 $ 540,277
========= ======= =========
NET INCOME per Unit $ 103.35 $ 73.32 $ 75.09
========= ======= =========
UNITS OUTSTANDING 7,195 7,195 7,195
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
---------- ---------- ----------
Balance, Dec. 31, 2002 $692,461 ($ 22,566) $669,895
Net income 540,277 106,891 647,168
Cash distributions ( 463,000) ( 107,938) ( 570,938)
------- ------- -------
Balance, Dec. 31, 2003 $769,738 ($ 23,613) $746,125
Net income 527,503 97,832 625,335
Cash distributions ( 530,000) ( 94,474) ( 624,474)
------- ------- -------
Balance, Dec. 31, 2004 $767,241 ($ 20,255) $746,986
Net income 743,639 137,222 880,861
Cash distributions ( 574,000) ( 110,944) ( 684,944)
------- ------- -------
Balance, Dec. 31, 2005 $936,880 $ 6,023 $942,903
======= ======= =======
The accompanying notes are an integral part of these
combined financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $880,861 $625,335 $647,168
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 1,099)
Depreciation, depletion,
and amortization of oil
and gas properties 41,721 33,315 72,583
Gain on sale of oil and
gas properties - ( 2,798) -
Settlement of asset
retirement obligation ( 36) - ( 20)
Increase in accounts
receivable - oil
and gas sales ( 157,210) ( 24,523) ( 18,389)
Decrease in deferred
charge 5,427 3,961 3,103
Increase (decrease) in
accounts payable 5,712 1,794 ( 4,533)
Increase (decrease) in gas
imbalance payable ( 1,620) 6,229 1,152
Decrease in accrued
liability ( 5,371) ( 4,975) ( 3,616)
------- ------- -------
Net cash provided by
operating activities $769,484 $638,338 $696,349
------- ------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 26,333) ($ 20,836) ($ 39,589)
Proceeds from sale of
oil and gas properties 2,798 757 101
------- ------- -------
Net cash used by
investing activities ($ 23,535) ($ 20,079) ($ 39,488)
------- ------- -------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($684,944) ($624,474) ($570,938)
------- ------- -------
Net cash used by financing
activities ($684,944) ($624,474) ($570,938)
------- ------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 61,005 ($ 6,215) $ 85,923
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 250,839 257,054 171,131
------- ------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $311,844 $250,839 $257,054
======= ======= =======
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 I-E
GEODYNE PRODUCTION PARTNERSHIP I-E
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-E, an Oklahoma
limited partnership, and Geodyne Production Partnership I-E, an Oklahoma general
partnership, at December 31, 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 the opinion expressed above.
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 I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,838,920 $1,579,268
Accounts receivable:
Oil and gas sales 1,921,870 958,801
--------- ---------
Total current assets $3,760,790 $2,538,069
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 2,469,064 2,176,302
DEFERRED CHARGE 394,160 424,309
--------- ---------
$6,624,014 $5,138,680
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 350,149 $ 233,536
Accrued liability - other (Note 1) - 88,892
Gas imbalance payable 112,023 117,263
Asset retirement obligation -
current (Note 1) 96,761 71,029
--------- ---------
Total current liabilities $ 558,933 $ 510,720
LONG-TERM LIABILITIES:
Accrued liability $ 122,896 $ 157,638
Asset retirement obligation (Note 1) 744,174 274,480
--------- ---------
Total long-term liabilities $ 867,070 $ 432,118
PARTNERS' CAPITAL (DEFICIT):
General Partner $ 89,828 ($ 73,642)
Limited Partners, issued and
outstanding, 41,839 Units 5,108,183 4,269,484
--------- ---------
Total Partners' capital $5,198,011 $4,195,842
--------- ---------
$6,624,014 $5,138,680
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ----------
REVENUES:
Oil and gas sales $7,837,745 $5,947,643 $6,276,765
Interest income 30,930 10,251 8,597
Gain on sale of oil and
gas properties - 8,993 21,072
--------- --------- ---------
$7,868,675 $5,966,887 $6,306,434
COSTS AND EXPENSES:
Lease operating $1,116,007 $1,029,623 $1,036,463
Production tax 484,831 374,490 374,408
Depreciation, depletion,
and amortization of oil
and gas properties 369,878 195,500 486,390
General and administrative 512,262 507,532 512,062
--------- --------- ---------
$2,482,978 $2,107,145 $2,409,323
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $5,385,697 $3,859,742 $3,897,111
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - - 4,178
--------- --------- ---------
NET INCOME $5,385,697 $3,859,742 $3,901,289
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 854,998 $ 603,535 $ 651,413
========= ========= =========
LIMITED PARTNERS -
NET INCOME $4,530,699 $3,256,207 $3,249,876
========= ========= =========
NET INCOME per Unit $ 108.29 $ 77.83 $ 77.68
========= ========= =========
UNITS OUTSTANDING 41,839 41,839 41,839
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $3,950,401 ($ 92,930) $3,857,471
Net income 3,249,876 651,413 3,901,289
Cash distributions ( 2,988,000) ( 657,767) ( 3,645,767)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,212,277 ($ 99,284) $4,112,993
Net income 3,256,207 603,535 3,859,742
Cash distributions ( 3,199,000) ( 577,893) ( 3,776,893)
--------- ------- ---------
Balance, Dec. 31, 2004 $4,269,484 ($ 73,642) $4,195,842
Net income 4,530,699 854,998 5,385,697
Cash distributions ( 3,692,000) ( 691,528) ( 4,383,528)
--------- ------- ---------
Balance, Dec. 31, 2005 $5,108,183 $ 89,828 $5,198,011
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $5,385,697 $3,859,742 $3,901,289
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - ( 4,178)
Depreciation, depletion,
and amortization of oil
and gas properties 369,878 195,500 486,390
Gain on sale of oil and
gas properties - ( 8,993) ( 21,072)
Settlement of asset
retirement obligation ( 272) - -
Increase in accounts
receivable - oil
and gas sales ( 963,069) ( 152,612) ( 105,731)
Decrease in deferred
charge 30,149 30,786 24,965
Increase (decrease) in
accounts payable 97,777 ( 4,568) 11,704
Decrease in accrued
liability - other ( 88,892) - -
Increase (decrease) in gas
imbalance payable ( 5,240) 24,264 ( 12,423)
Decrease in accrued
liability ( 34,742) ( 28,601) ( 18,563)
--------- --------- ---------
Net cash provided by
operating activities $4,791,286 $3,915,518 $4,262,381
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 157,099) ($ 105,899) ($ 201,567)
Proceeds from sale of
oil and gas properties 8,993 4,966 27,972
--------- --------- ---------
Net cash used by
investing activities ($ 148,106) ($ 100,933) ($ 173,595)
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,383,528) ($3,776,893) ($3,645,767)
--------- --------- ---------
Net cash used by financing
activities ($4,383,528) ($3,776,893) ($3,645,767)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 259,652 $ 37,692 $ 443,019
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,579,268 1,541,576 1,098,557
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,838,920 $1,579,268 $1,541,576
========= ========= =========
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 I-F
GEODYNE PRODUCTION PARTNERSHIP I-F
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership I-F, an Oklahoma
limited partnership, and Geodyne Production Partnership I-F, an Oklahoma general
partnership, at December 31, 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 the opinion expressed above.
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 I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Balance Sheets
December 31, 2005 and 2004
ASSETS
------
2005 2004
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 684,976 $ 552,399
Accounts receivable:
Oil and gas sales 544,225 335,364
--------- ---------
Total current assets $1,229,201 $ 887,763
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 967,086 840,849
DEFERRED CHARGE 302,265 326,610
--------- ---------
$2,498,552 $2,055,222
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 118,863 $ 102,011
Accrued liability - other (Note 1) - 62,225
Gas imbalance payable 36,173 37,860
Asset retirement obligation -
current (Note 1) 65,890 46,371
--------- ---------
Total current liabilities $ 220,926 $ 248,467
LONG-TERM LIABILITIES:
Accrued liability $ 114,225 $ 139,114
Asset retirement obligation (Note 1) 328,418 118,400
--------- ---------
Total long-term liabilities $ 442,643 $ 257,514
PARTNERS' CAPITAL (DEFICIT):
General Partner $ 46,741 ($ 1,201)
Limited Partners, issued and
outstanding, 14,321 Units 1,788,242 1,550,442
--------- ---------
Total Partners' capital $1,834,983 $1,549,241
--------- ---------
$2,498,552 $2,055,222
========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Operations
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
---------- ---------- ------------
REVENUES:
Oil and gas sales $2,702,072 $2,009,425 $1,968,666
Interest income 10,680 3,451 2,605
Gain on sale of oil and
gas properties - 3,093 14,766
--------- --------- ---------
$2,712,752 $2,015,969 $1,986,037
COSTS AND EXPENSES:
Lease operating $ 425,574 $ 455,853 $ 439,037
Production tax 162,942 119,361 102,675
Depreciation, depletion,
and amortization of oil
and gas properties 184,017 68,582 81,429
General and administrative 195,560 189,018 189,397
--------- --------- ---------
$ 968,093 $ 832,814 $ 812,538
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $1,744,659 $1,183,155 $1,173,499
Cumulative effect of
change in accounting
for asset retirement
obligations (Note 1) - - ( 318)
--------- --------- ---------
NET INCOME $1,744,659 $1,183,155 $1,173,181
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 285,859 $ 186,124 $ 187,031
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,458,800 $ 997,031 $ 986,150
========= ========= =========
NET INCOME per Unit $ 101.86 $ 69.62 $ 68.86
========= ========= =========
UNITS OUTSTANDING 14,321 14,321 14,321
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2005, 2004, and 2003
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2002 $1,255,261 ($ 15,418) $1,239,843
Net income 986,150 187,031 1,173,181
Cash distributions ( 771,000) ( 185,177) ( 956,177)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,470,411 ($ 13,564) $1,456,847
Net income 997,031 186,124 1,183,155
Cash distributions ( 917,000) ( 173,761) ( 1,090,761)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,550,442 ($ 1,201) $1,549,241
Net income 1,458,800 285,859 1,744,659
Cash distributions ( 1,221,000) ( 237,917) ( 1,458,917)
--------- ------- ---------
Balance, Dec. 31, 2005 $1,788,242 $ 46,741 $1,834,983
========= ======= =========
The accompanying notes are an integral part of these
combined financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F
GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F
Combined Statements of Cash Flows
For the Years Ended December 31, 2005, 2004, and 2003
2005 2004 2003
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,744,659 $1,183,155 $1,173,181
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - - 318
Depreciation, depletion,
and amortization of oil
and gas properties 184,017 68,582 81,429
Gain on sale of oil
and gas properties - ( 3,093) ( 14,766)
Settlement of asset
retirement obligation ( 136) - -
Increase in accounts
receivable - oil
and gas sales ( 208,861) ( 72,456) ( 22,047)
(Increase) decrease in
deferred charge 24,345 21,230 ( 1,937)
Increase (decrease) in
accounts payable 7,982 ( 10,361) 20,464
Decrease in accrued
liability - other ( 62,225) - -
Increase (decrease) in gas
imbalance payable ( 1,687) 6,970 ( 3,148)
Decrease in accrued
liability ( 24,889) ( 12,277) ( 8,130)
--------- --------- ---------
Net cash provided by
operating activities $1,663,205 $1,181,750 $1,225,364
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 74,804) ($ 52,442) ($ 92,849)
Proceeds from sale of
oil and gas properties 3,093 525 20,097
--------- --------- ---------
Net cash used by
investing activities ($ 71,711) ($ 51,917) ($ 72,752)
--------- --------- ---------
F-17
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,458,917) ($1,090,761) ($ 956,177)
--------- --------- ---------
Net cash used by financing
activities ($1,458,917) ($1,090,761) ($ 956,177)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 132,577 $ 39,072 $ 196,435
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 552,399 513,327 316,892
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 684,976 $ 552,399 $ 513,327
========= ========= =========
The accompanying notes are an integral part of these
combined financial statements.
F-18
GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS
Notes to the Combined Financial Statements
For the Years Ended December 31, 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 the Partnerships. Each Partnership is a general partner in the related
Geodyne Energy Income Production Partnership (collectively, the "Production
Partnership") in which Geodyne Resources, Inc. serves as the managing partner.
Limited Partner capital contributions were contributed to the related Production
Partnerships for investment in producing oil and gas properties. The
Partnerships were activated on the following dates with the following Limited
Partner capital contributions:
Limited
Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ --------------
I-D March 4, 1986 $ 7,194,700
I-E September 10, 1986 41,839,400
I-F December 16, 1986 14,320,900
The Partnerships' original termination date under their partnership
agreements was December 31, 1999. The General Partner has extended the terms of
the Partnerships for their fourth two-year period to December 31, 2007 pursuant
to its right to extend the term of each Partnership for up to five periods of
two years each.
For purposes of these financial statements, the Partnerships and
Production Partnerships are collectively referred to as the "Partnerships" and
the general partner and managing partner are collectively referred to as the
"General Partner."
An affiliate of the General Partner owned the following Units at December
31, 2005:
F-19
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
I-D 2,199 30.6%
I-E 12,006 28.7%
I-F 4,859 33.9%
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 Partnerships have achieved payout and therefore 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-20
General Limited
Partner Partners
Costs(1) -------- --------
------------------------
Property acquisition
costs 1% 99%
Identified development
drilling 1% 99%
Development drilling 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs 15% 85%
Income(1)
------------------------
Temporary investments of
Limited Partners'
capital contributions 1% 99%
Income from oil and gas
production 15% 85%
Sale of producing pro-
perties 15% 85%
All other income 15% 85%
- ----------
(1) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 85.8586% to the
limited partnership and 14.1414% to the managing partner. The 85.8586%
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 85% of such costs and the General Partner is
allocated 15% of such costs.
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.
F-21
Credit Risk
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partner's property screening costs. The acquisition cost
to the Partnerships of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' depletion, depreciation, and amortization includes dismantlement
and abandonment costs, net of estimated salvage value. The depreciation,
depletion, and amortization rates, 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
----------- ----- ----- -----
I-D $1.51 $1.19 $2.15
I-E 2.17 1.08 2.24
I-F 3.20 1.18 1.22
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.
F-22
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 average
annual production costs per Mcf. At December 31, 2005 and 2004, cumulative total
gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
2005 2004
--------------------- ----------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-D 146,979 $ 77,179 157,314 $ 82,606
I-E 591,655 394,160 636,910 424,309
I-F 246,365 302,265 266,208 326,610
Accrued Liability - Other
The Accrued Liability - Other at December 31, 2004 for the I-E and I-F
Partnerships 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 Partnerships 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
average annual 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:
F-23
2005 2004
---------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
I-D 47,728 $ 25,062 57,956 $ 30,433
I-E 184,473 122,896 236,623 157,638
I-F 93,100 114,225 113,386 139,114
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenue unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices 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
----------- ------ -------- ------ --------
I-D 21,978 $ 32,967 23,058 $ 34,587
I-E 74,682 112,023 78,175 117,263
I-F 24,115 36,173 25,240 37,860
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.
F-24
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.
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, the 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.
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 changing
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.
F-25
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 I-D, I-E, and I-F Partnerships recognized approximately
$13,000, $214,000, and $125,000, 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 years
ended December 31, 2005 and 2004 are as shown below.
I-D Partnership
---------------
2005 2004
---------- --------
Total Asset Retirement
Obligation, January 1 $ 31,101 $ 29,848
Additions 145 -
Revisions 24,916 -
Settlements and disposals ( 448) -
Accretion expense 2,654 1,253
------- -------
Total Asset Retirement
Obligation, December 31 $ 58,368 $ 31,101
======= =======
Asset Retirement Obligation -
Current $ 1,556 $ 2,453
Asset Retirement Obligation -
Long-Term 56,812 28,648
F-26
I-E Partnership
---------------
2005 2004
---------- --------
Total Asset Retirement
Obligation, January 1 $345,509 $281,230
Additions 4,015 54,257
Revisions 460,881 -
Settlements and disposals ( 2,922) -
Accretion expense 33,452 10,022
------- -------
Total Asset Retirement
Obligation, December 31 $840,935 $345,509
======= =======
Asset Retirement Obligation -
Current $ 96,761 $ 71,029
Asset Retirement Obligation -
Long-Term 744,174 274,480
I-F Partnership
---------------
2005 2004
---------- --------
Total Asset Retirement
Obligation, January 1 $164,771 $122,335
Additions 1,505 37,980
Revisions 212,243 -
Settlements and disposals ( 1,533) -
Accretion expense 17,322 4,456
------- -------
Total Asset Retirement
Obligation, December 31 $394,308 $164,771
======= =======
Asset Retirement Obligation -
Current $ 65,890 $ 46,371
Asset Retirement Obligation -
Long-Term 328,418 118,400
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
F-27
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated every year due to expense
limitations imposed by the Partnership Agreements. The following is a summary of
payments made to the General Partner or its affiliates by the Partnerships for
general and administrative overhead costs for the years ended December 31, 2005,
2004, and 2003:
Partnership 2005 2004 2003
----------- -------- -------- --------
I-D $ 79,944 $ 79,944 $ 79,944
I-E 464,880 464,880 464,880
I-F 159,120 159,120 159,120
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided.
F-28
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:
Partnership Purchaser Percentage
- ----------- --------------------- --------------------------
2005 2004 2003
----- ----- -----
I-D Chevron USA Inc.
("Chevron") 28.0% 29.3% 26.1%
Duke Energy Field
Services ("Duke") 22.1% 21.5% 20.4%
Enogex Services
Corporation 12.9% 11.6% 12.9%
Cinergy Marketing
Company ("Cinergy") 12.0% 11.4% 10.5%
Sid Richardson Carbon
& Gas ("Richardson") - - 11.2%
I-E Chevron 22.9% 24.5% 23.2%
BP America Production
Company ("BP") 12.6% 12.4% 11.2%
Duke 12.2% 11.8% 11.4%
Cinergy 12.2% 11.4% 10.9%
Richardson - - 10.8%
I-F Cinergy 16.4% 16.9% 16.9%
Duke 12.7% 13.7% 13.8%
BP 12.3% 13.3% 12.5%
Chevron 11.8% 10.2% -
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.
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.
F-29
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion, amortization,
and valuation allowance at December 31, 2005 and 2004 were as follows:
I-D Partnership
---------------
2005 2004
------------- -------------
Proved properties $ 3,762,239 $ 3,711,654
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 3,369,429) ( 3,330,320)
---------- ----------
Net oil and gas
properties $ 392,810 $ 381,334
========== ==========
I-E Partnership
---------------
2005 2004
------------- -------------
Proved properties $26,333,468 $25,790,069
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 23,864,404) ( 23,613,767)
---------- ----------
Net oil and gas
properties $ 2,469,064 $ 2,176,302
========== ==========
F-30
I-F Partnership
---------------
2005 2004
------------- -------------
Proved properties $8,292,933 $8,059,937
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 7,325,847) ( 7,219,088)
--------- ---------
Net oil and gas
properties $ 967,086 $ 840,849
========= =========
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)
----------- -------- -------- --------
I-D $ 25,894 $ 22,991 $ 39,589
I-E 166,942 116,369 201,567
I-F 80,581 57,596 92,849
----------
(1) Excludes the estimated asset retirement costs for the I-D, I-E,
and I-F Partnerships of approximately $25,000, $461,000, and
$212,000, 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 I-D, I-E,
and I-F Partnerships of approximately $16,000, $168,000 and
$73,000, respectively, recorded as part of the FAS No. 143
implementation.
F-31
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States,
for the periods indicated. The proved reserves at December 31, 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 volume to differ
from the reserve reports prepared by the General Partner and reviewed by Ryder
Scott.
F-32
I-D Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 56,533 1,315,719
Production ( 3,764) ( 180,252)
Extensions and discoveries 6,068 9,173
Revisions of previous
estimates 1,537 473,557
------ ---------
Proved reserves, Dec. 31, 2003 60,374 1,618,197
Production ( 3,470) ( 147,339)
Extensions and discoveries 13,820 11,857
Revisions of previous
estimates 477 33,528
------ ---------
Proved reserves, Dec. 31, 2004 71,201 1,516,243
Production ( 3,575) ( 144,538)
Extensions and discoveries 2,707 16,165
Revisions of previous
estimates 1,196 171,446
------ ---------
Proved reserves, Dec. 31, 2005 71,529 1,559,316
====== =========
PROVED DEVELOPED RESERVES:
December 31, 2003 60,374 1,618,197
====== =========
December 31, 2004 71,201 1,516,243
====== =========
December 31, 2005 71,529 1,559,316
====== =========
F-33
I-E Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 421,343 6,775,074
Production ( 53,377) ( 981,953)
Sale of minerals in place ( 5,910) ( 41,723)
Extensions and discoveries 29,362 35,113
Revisions of previous
estimates 30,578 2,674,473
------- ---------
Proved reserves, Dec. 31, 2003 421,996 8,460,984
Production ( 44,611) ( 816,326)
Extensions and discoveries 60,591 57,984
Revisions of previous
estimates 62,388 376,738
------- ---------
Proved reserves, Dec. 31, 2004 500,364 8,079,380
Production ( 39,629) ( 784,104)
Extensions and discoveries 11,456 76,002
Revisions of previous
estimates 59,292 887,390
------- ---------
Proved reserves, Dec. 31, 2005 531,483 8,258,668
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 421,996 8,460,984
======= =========
December 31, 2004 500,364 8,079,380
======= =========
December 31, 2005 531,483 8,258,668
======= =========
F-34
I-F Partnership
---------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2002 200,897 2,334,632
Production ( 23,950) ( 256,653)
Sale of minerals in place ( 4,135) ( 29,207)
Extensions and discoveries 12,178 14,777
Revisions of previous
estimates 12,274 521,725
------- ---------
Proved reserves, Dec. 31, 2003 197,264 2,585,274
Production ( 19,943) ( 229,104)
Extensions and discoveries 28,467 27,189
Revisions of previous
estimates 33,106 17,836
------- ---------
Proved reserves, Dec. 31, 2004 238,894 2,401,195
Production ( 18,138) ( 236,641)
Extensions and discoveries 5,246 34,537
Revisions of previous
estimates 24,614 254,254
------- ---------
Proved reserves, Dec. 31, 2005 250,616 2,453,345
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2003 197,264 2,585,274
======= =========
December 31, 2004 238,894 2,401,195
======= =========
December 31, 2005 250,616 2,453,345
======= =========
F-35
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2005 and 2004 are as
follows:
F-36
I-D Partnership
---------------
2005
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $293,929 $265,701 $326,238 $368,139
Gross Profit (1) 237,982 219,070 270,453 308,618
Net Income 189,037 184,591 232,063 275,170
Limited Partners'
Net Income
Per Unit 22.23 21.61 27.12 32.39
2004
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $218,676 $245,176 $229,652 $242,344
Gross Profit (1) 168,304 206,705 198,814 191,356
Net Income 133,655 158,950 170,202 162,528
Limited Partners'
Net Income
Per Unit 15.65 18.56 19.98 19.13
- --------------------
(1) Total revenues less oil and gas production expenses.
F-37
I-E Partnership
---------------
2005
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,854,605 $1,694,841 $2,100,575 $2,218,654
Gross Profit (1) 1,550,723 1,309,085 1,689,179 1,718,850
Net Income 1,364,339 1,137,442 1,429,497 1,454,419
Limited Partners'
Net Income
Per Unit 27.60 22.97 28.60 29.12
2004
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,377,500 $1,552,026 $1,495,150 $1,542,211
Gross Profit (1) 977,978 1,235,837 1,227,432 1,121,527
Net Income 792,022 1,046,880 1,065,694 955,146
Limited Partners'
Net Income
Per Unit 15.91 21.10 21.53 19.29
- --------------------
(1) Total revenues less oil and gas production expenses.
F-38
I-F Partnership
---------------
2005
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $603,071 $586,377 $764,343 $758,961
Gross Profit(1) 533,655 412,359 588,021 590,201
Net Income 453,094 351,926 482,509 457,130
Limited Partners'
Net Income
Per Unit 26.75 20.75 28.05 26.31
2004
-------------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $460,573 $500,767 $508,901 $545,728
Gross Profit (1) 318,350 359,772 397,527 365,106
Net Income 248,204 291,029 340,559 303,363
Limited Partners'
Net Income
Per Unit 14.52 17.17 20.08 17.85
- --------------------
(1) Total revenues less oil and gas production expenses.
F-39
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ---- -------
4.1 Amended and Restated Agreement and Certificate of Limited
Partnership dated March 4, 1986 for Geodyne Energy Income Limited
Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
4.2 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-D dated
March 9, 1989, filed as Exhibit 4.2 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.3 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.4 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.5 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.6 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
F-40
4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-D filed as Exhibit 4.7 to Annual Report
on Form 10-K405 for period ended December 31, 2001, filed with the
SEC on February 28, 2002 and is hereby incorporated by reference.
4.8 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Production Partnership I-D filed as Exhibit 4.8 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.9 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-D dated October 27, 2005.
4.10 Second Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.8 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.11 Third Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.9 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.12 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D filed
as Exhibit 4.10 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.13 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D dated
November 18, 2003 filed as Exhibit 4.12 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
26, 2004 and is hereby incorporated by reference.
*4.14 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-D dated
October 27, 2005.
4.15 Amended and Restated Agreement and Certificate of
F-41
Limited Partnership dated September 10, 1986 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.2 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.16 Amended and Restated Certificate of Limited Partnership of Geodyne
Energy Income Limited Partnership I-E dated March 9, 1989 filed as
Exhibit 4.12 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.17 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.18 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.19 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.20 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.21 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.17 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
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4.22 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.20 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.23 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-E dated October 27, 2005.
4.24 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-E filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.25 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.19 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.26 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-E filed as Exhibit 4.20 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003 for Geodyne Energy
Income Limited Partnership I-E filed as Exhibit 4.24 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
*4.28 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-E dated
October 27, 2005.
4.29 Amended and Restated Agreement and Certificate of Limited
Partnership dated December 17, 1986 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
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4.30 Amended and Restated Certificate of Limited Partnership of
PaineWebber/Geodyne Energy Income Limited Partnership I-F dated
March 9, 1989 filed as Exhibit 4.22 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February
28, 2002 and is hereby incorporated by reference.
4.31 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Amended and Restated Agreement
and Certificate of Limited Partnership dated February 24, 1993 for
Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 24, 2000 and is
hereby incorporated by reference.
4.32 Second Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated August 4, 1993 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.33 Third Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated July 1, 1996 for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 24, 2000 and is hereby incorporated by
reference.
4.34 Fourth Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership dated December 23, 1999 for Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 24, 2000 and is hereby incorporated
by reference.
4.35 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 14, 2001, for the Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 28, 2002 and is hereby incorporated by
reference.
4.36 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated November 18, 2003, for the Geodyne Energy
Income Limited Partnership I-F filed as Exhibit 4.32 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with
the SEC on March 26, 2004 and is hereby incorporated by reference.
F-44
*4.37 Seventh Amendment to Amended and Restated Agreement and Certificate
of Limited Partnership of Geodyne Energy Income Limited Partnership
I-F dated October 27, 2005.
4.38 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for Geodyne Energy Income Limited
Partnership I-F filed as Exhibit 4.28 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
4.39 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated December 27, 1999, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.29 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.40 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.30 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC
on February 28, 2002 and is hereby incorporated by reference.
4.41 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for Geodyne Energy Income
Limited Partnership I-F filed as Exhibit 4.36 to Annual Report on
Form 10-K for period ended December 31, 2003, filed with the SEC on
March 26, 2004 and is hereby incorporated by reference.
*4.42 Sixth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership I-F dated
October 27, 2005.
10.1 Amended and Restated Agreement of Partnership dated March 4, 1986
for Geodyne Energy Income Production Partnership I-D filed as
Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.2 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
F-45
10.3 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.4 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.5 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-D filed as Exhibit 10.6 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.7 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-D dated October 27,
2005.
10.8 Amended and Restated Agreement of Partnership dated September 10,
1986 for Geodyne Energy Income Production Partnership I-E filed as
Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.9 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.10 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
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10.11 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.12 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.10 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.13 Fifth Amendment to Amended and Restated Agreement of Partnership
Dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-E filed as Exhibit 10.12 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.14 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-E dated October 27,
2005.
10.15 Amended and Restated Agreement of Partnership dated December 17,
1986 for Geodyne Energy Income Production Partnership I-F filed as
Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 24, 2000 and
is hereby incorporated by reference.
10.16 First Amendment to Amended and Restated Agreement of Partnership
dated February 26, 1993 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
10.17 Second Amendment to Amended and Restated Agreement of Partnership
dated July 1, 1996 for Geodyne Energy Income Production Partnership
I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, filed with the SEC on February
24, 2000 and is hereby incorporated by reference.
10.18 Third Amendment to Amended and Restated Agreement of Partnership
dated December 30, 1999 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 1999, filed with the
SEC on February 24, 2000 and is hereby incorporated by reference.
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10.19 Fourth Amendment to Amended and Restated Agreement of Partnership
dated November 14, 2001 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 28, 2002 and is hereby incorporated by reference.
10.20 Fifth Amendment to Amended and Restated Agreement of Partnership
dated November 18, 2003 for Geodyne Energy Income Production
Partnership I-F filed as Exhibit 10.18 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 26,
2004 and is hereby incorporated by reference.
*10.21 Sixth Amendment to Amended and Restated Agreement of partnership of
Geodyne Energy Income Production Partnership I-F dated October 27,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-D.
*23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-E.
*23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income
Limited Partnership I-F.
*31.1 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.2 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-D.
*31.3 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.4 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-E.
*31.5 Certification by Dennis R. Neill required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*31.6 Certification by Craig D. Loseke required by Rule
13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited
Partnership I-F.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley
F-48
Act of 2002 for the Geodyne Energy Income Limited Partnership I-D.
*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 I-E.
*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 I-F.
All other Exhibits are omitted as inapplicable.
----------------------
*Filed herewith.
F-49