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, 2006
Commission File Number:
II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802
II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
----------------------------------------------
(Exact name of Registrant as specified in its Articles)
II-A 73-1295505
II-B 73-1303341
II-C 73-1308986
II-D 73-1329761
II-E 73-1324751
II-F 73-1330632
II-G 73-1336572
Oklahoma II-H 73-1342476
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of limited partnership interest
Indicate by check mark if the Registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act.
Yes No X
----- -----
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Indicate by check mark if the Registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.
Yes No X
----- -----
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X Disclosure is not contained herein
-----
Disclosure is contained herein
-----
Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act (check one):
----- Large accelerated filer
----- Accelerated filer
X Non-accelerated filer
-----
Indicate by check mark whether the Registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act).
Yes No X
----- -----
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.................................16
ITEM 2. PROPERTIES................................................16
ITEM 3. LEGAL PROCEEDINGS.........................................37
ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF LIMITED PARTNERS.......................................38
PART II.....................................................................38
ITEM 5. MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS,
AND ISSUER PURCHASES OF UNITS.............................38
ITEM 6. SELECTED FINANCIAL DATA...................................41
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................51
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
MARKET RISK...............................................86
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............87
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................87
ITEM 9A. CONTROLS AND PROCEDURES...................................87
ITEM 9B. OTHER INFORMATION.........................................88
PART III....................................................................88
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER,
AND CORPORATE GOVERNANCE..................................88
ITEM 11. EXECUTIVE COMPENSATION....................................90
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT....................................100
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
AND DIRECTOR INDEPENDENCE................................102
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES...................104
PART IV....................................................................105
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES...............105
SIGNATURES...........................................................128
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PART I.
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership II-A (the "II-A
Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B
Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C
Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D
Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E
Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F
Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G
Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the
general partner, Geodyne Depositary Company, a Delaware corporation, as the sole
initial limited partner, and public investors as substitute limited partners
(the "Limited Partners"). The Partnerships commenced operations on the dates set
forth below.
Date of
Partnership Activation
----------- ------------------
II-A July 22, 1987
II-B October 14, 1987
II-C January 14, 1988
II-D May 10, 1988
II-E September 27, 1988
II-F January 5, 1989
II-G April 10, 1989
II-H May 17, 1989
Immediately following activation, each Partnership invested as a general
partner in a separate Oklahoma general partnership which actually conducts the
Partnerships' operations. Geodyne serves as managing partner of such general
partnerships. Unless the context indicates otherwise, all references to any
single Partnership or all of the Partnerships in this Annual Report on Form 10-K
(the "Annual Report") are references to the Partnership and its related general
partnership, collectively. In addition, unless the context indicates otherwise,
all references to the "General Partner" in this Annual Report are references to
Geodyne as the general partner of the limited partnerships and as the managing
partner of the related general partnerships.
The General Partner currently serves as general partner of 26 limited
partnerships including the Partnerships, and is a wholly-owned
subsidiary of Samson Investment Company. Samson
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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, 2006, Samson owned interests
in approximately 12,000 oil and gas wells located in 19 states of the United
States, Alberta Canada and the United Kingdom North Sea. At December 31, 2006,
Samson operated approximately 4,000 oil and gas wells located in 15 states of
the United States and Alberta Canada.
Until liquidation (See "Partnership Termination" below), the Partnerships
are 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, 2007, Samson employed approximately 1,200 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 and Corporate
Governance."
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].
Partnership Termination
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships would have terminated on
December 31, 2001. However, the Partnership Agreements provide that the General
Partner may extend the term of each Partnership for up to five periods of two
years each. The General Partner has extended the terms of the Partnerships for
their third two-year extension thereby extending their termination date to
December 31, 2007. On February 5, 2007, the General Partner mailed a notice to
the limited partners announcing that the Partnerships will terminate at the end
of their current term, December 31, 2007. See "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations" for more
information regarding the termination and liquidation of the Partnerships.
-5-
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, the Partnerships' operations and expenses are currently funded out
of each Partnership's revenues from oil and gas sales. The General Partner may,
but is not required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods, compressors,
production material, or other equipment. However, substantial increases in the
global price of steel as well as increases in the prices for oil and gas
supplies and services will further increase the costs of any future workover,
recompletion or drilling activities conducted by the Partnerships.
Competition and Marketing
The primary source of liquidity and Partnership cash distributions comes
from the net revenues generated from the sale of oil and gas produced from the
Partnerships' oil and gas properties. During the past year, the sale of oil and
gas properties has also generated significant revenues for the Partnerships. 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;
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* 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 and proximity of pipelines for transportation;
* Domestic and foreign government regulations and taxes;
* Market expectations; and
* The effect of worldwide energy conservation.
It is not possible to predict the future direction of oil or natural gas
prices. 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.
As discussed in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships will terminate on
December 31, 2007. The volumes, pricing, and expense factors discussed above may
also impact the price the Partnerships receive for their oil and gas properties
in connection with the liquidation of the Partnerships' assets.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2006:
Partnership Purchaser Percentage
- ----------- -------------------------------------- ----------
II-A BP America Production Company 15.9%
II-B Citation Oil & Gas Corp. ("Citation") 16.4%
II-C Citation 13.6%
II-D Vintage Petroleum, Inc. 10.6%
II-E Atlas Pipeline Mid-Continent LLC 12.9%
II-F Duke Energy Field Services, Inc. ("Duke") 10.9%
II-G Duke 11.1%
II-H Duke 11.4%
-7-
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 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.
-8-
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 the protection of environmental,
biological, cultural and aesthetic resources. 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.
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.
Termination of Partnerships in 2007
-----------------------------------
The Partnerships will terminate on December 31, 2007. Upon termination, we
will sell the Partnerships' properties. There is no assurance that the market
for the Partnerships' properties
-9-
will be favorable at that time. The market for oil and gas properties is highly
dependent on current and anticipated future prices for oil and gas. These prices
fluctuate due to a number of uncontrollable factors as described in the
following paragraph. A decrease in oil and gas prices and/or anticipated future
oil and gas prices would probably depress the market for oil and gas properties
and result in lowered sales proceeds to the Partnerships.
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 as well as the sales of oil and gas
properties pursuant to the liquidation plan described in "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations." 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:
* 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 and proximity of pipelines for transportation;
* Domestic and foreign government regulations and taxes;
* Market expectations; and
* The effect of worldwide energy conservation.
Government regulations, such as regulation of natural gas transportation
and price controls, can affect product prices. These external factors and the
volatile nature of the energy markets make it difficult to reliably estimate
future prices of oil and natural gas.
Any decline in oil and natural gas prices adversely affects the
Partnerships' financial condition. If the oil and gas industry experiences
significant price declines, the Partnerships may not be able to maintain their
current level of cash
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distributions. See "Item 1. Business-Competition and Marketing" and "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations." Furthermore, significant price declines will negatively affect the
ultimate cash received upon the sale of oil and gas properties in liquidation of
the Partnerships.
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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We have included in Note 7 to the financial statements included in this
Annual Report on Form 10-K unaudited combined balance sheets for the
Partnerships which are prepared on a liquidation basis, rather than a going
concern basis, due to the Partnerships' termination on December 31, 2007. While
these balance sheets are prepared with the intent of showing fair value, they
are also based on estimates regarding future net cash flows until the properties
are sold as well as the prices which may be received for the properties through
the liquidation process. Actual current and future prices and costs as well as
the prices buyers are willing to pay at the time the properties are sold may
differ materially from the estimates used in the preparation of the unaudited
liquidation basis combined balance sheets.
Drilling Oil and Natural Gas Wells is a High-Risk Activity
----------------------------------------------------------
and Subjects Us to a Variety of Factors That We Cannot
------------------------------------------------------
Control.
--------
Drilling oil and natural gas wells, including development wells, involves
numerous risks, including the risk that the Partnerships may not encounter
commercially productive oil and natural gas reservoirs. While the Partnerships
do not expend a significant portion of their capital on drilling activities, to
the extent they do drill wells this can be a significant risk factor to them.
They may not recover all or any portion of their investment in new wells. The
presence of unanticipated pressures or irregularities in formations,
miscalculations or accidents may cause their drilling activities to be
unsuccessful and result in a total loss of investment. Further, drilling
operations may be curtailed, delayed or canceled as a result of a variety of
factors, including:
* Unexpected drilling conditions;
* Title problems;
* Restricted access to land for drilling or laying pipeline;
* Pressure or irregularities in formations;
* Equipment failure or accidents;
* Adverse weather conditions; and
* Costs of, or shortages or delays in the availability of, drilling
rigs, tubular materials and equipment.
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The Marketability of the Partnerships' Production is
----------------------------------------------------
Dependent upon Transportation and Processing Facilities Over
------------------------------------------------------------
Which We Have No Control.
-------------------------
The marketability of the Partnerships' production depends in part upon the
availability, proximity and capacity of pipelines, natural gas gathering systems
and processing facilities. Any significant change in market factors affecting
these infrastructure facilities could harm their business. The Partnerships
deliver oil and natural gas through gathering systems and pipelines that they do
not own. These facilities may be temporarily unavailable due to market
conditions or mechanical reasons, or may not be available to us in the future.
Reliance on Third Party Operators
---------------------------------
A substantial portion of the Partnerships' properties are operated by
third parties. The Partnerships have little, if any, control over the
operational decisions and costs associated with these properties. In addition,
the Partnerships are totally reliant on the third party operators' internal
controls associated with the operators' accounting for revenues and expenses.
No Market for Units
-------------------
The Partnerships' Units are not listed on any exchange or national market
system, and there is no established public trading market for them. Secondary
market activity for the Units has been limited and varies among the
Partnerships. The General Partner's annual repurchase offer was terminated on
March 9, 2007 in anticipation of the Partnership's termination at December 31,
2007. Therefore, you may only sell your Units via (i) occasional "4.9% tender
offers" which are made for the Units and (ii) transfers facilitated by secondary
trading firms and matching services. To ensure that the proper parties receive
their share of the Partnerships' liquidation proceeds, the General Partner will
not accept, process, or recognize any transfers of Units (with the exception of
certain transactions between related persons) for which completed transfer
documentation is not mailed to the General Partner with a postmark on or before
June 30, 2007. Accordingly, there will be no market for the Partnerships' Units
after June 30, 2007. See "Item 5. Market for Units and Related Limited Partner
Matters."
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The Partnerships are Subject to Complex Federal, State and
----------------------------------------------------------
Local Laws and Regulations that Could Adversely Affect Their
------------------------------------------------------------
Business
--------
Extensive federal, state and local regulation of the oil and gas industry
significantly affects the Partnerships' operations. In particular, they are
subject to stringent environmental regulations. These regulations increase the
costs of planning, designing, drilling, installing, operating and abandoning oil
and natural gas wells and other related facilities. These regulations may become
more demanding in the future. Matters subject to regulation include:
* Discharge permits for drilling operations;
* Drilling bonds;
* Spacing of wells;
* Unitization and pooling of properties;
* Environmental protection;
* Reports concerning operations; and
* Taxation.
Under these laws and regulations, the Partnerships could be liable for:
* Personal injuries;
* Property damage;
* Oil spills;
* Discharge of hazardous materials;
* Reclamation costs;
* Remediation and clean-up costs; and
* Other environmental damages.
While the Partnerships maintain insurance coverage customary for companies
similar to their size and operations, losses can occur from uninsurable risks or
in amounts in excess of existing insurance coverage. See "Item 1. Business."
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Conflicts of Interest
---------------------
Direct and indirect conflicts of interests exist among the Partnerships
and among a Partnership and the General Partner and its affiliates. The General
Partner and its affiliates engage in many aspects of the oil and gas business,
including acting as a general partner of a number of affiliated oil and gas
limited partnerships. The General Partner and its affiliates may engage in
transactions with a Partnership, and Partnerships will frequently engage in
transactions with other oil and gas limited partnerships. These conflicts could
relate to the sale of oil and gas properties in the normal course of business as
well as in the liquidation process. See "Item 13. Certain Relationships and
Related Transactions and Director Independence."
Payments to the General Partner
-------------------------------
The General Partner receives reimbursements for General and Administrative
Expenses. The General Partner also receives a share of Partnership cash
distributions. See "Item 11. Executive Compensation" and "Item 8. Financial
Statements and Supplementary Data."
Financial Capability of General Partner
---------------------------------------
The General Partner has limited financial resources. Contingencies may
arise which will require funding beyond its financial resources. Even if such
financial resources are available, the General Partner is not required to lend
money or to fund any financial obligations of the Partnerships.
Liability and Indemnification of General Partner and Related
------------------------------------------------------------
Parties
-------
Although the General Partner generally will be liable for the obligations
of the Partnerships, the Partnership Agreements provide that the claims of third
parties will be initially satisfied from Partnership assets. The Partnership
Agreements also provide, subject to certain conditions, that the Partnerships
will reimburse (i.e. "indemnify") the General Partner and its affiliates for
certain costs, claims and expenses.
-15-
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, 2006.
Well Statistics(1)
As of December 31, 2006
Number of Gross Wells(2) Number of Net Wells(3)
------------------------ ----------------------
P/ship Total Oil Gas Total Oil Gas
------ ----- --- --- ----- ----- -----
II-A 996 741 255 41.66 25.44 16.22
II-B 201 89 112 24.30 12.62 11.68
II-C 281 104 177 9.04 2.58 6.46
II-D 206 71 135 22.17 2.05 20.12
II-E 793 548 245 8.72 1.62 7.10
II-F 834 578 256 11.19 2.69 8.50
II-G 834 578 256 24.07 5.68 18.39
II-H 834 578 256 5.86 1.34 4.52
- ---------------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
(2) As used in this Annual Report, "gross well" refers to a well in which a
working interest is owned; accordingly, the number of gross wells
is the total number of wells in which a working interest is owned.
(3) As used in this Annual Report, "net well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one gross well, but 0.15 net well.
Drilling Activities
During the year ended December 31, 2006, the Partnerships directly or
indirectly participated in the drilling activities described below.
-16-
II-A PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bateman 28 #2 Culberson TX - 0.00562 Gas Shut-in
Belt Properties #1-8 Pittsburg OK - 0.00910 Gas Producing
Belt Properties #3-8 Pittsburg OK - 0.00380 Gas In Progress
Baughn #2-18 Stephens OK - 0.00005 Gas Producing
Baughn #4-18 Stephens OK - 0.00005 Gas Producing
Carolyn Jo #1-25 Grady OK - 0.00257 Gas In Progress
Geuin #2-8H Pittsburg OK - 0.00380 Gas Producing
Green #2-18 Stephens OK - 0.00005 Gas Producing
Schrock #5-9 Custer OK - 0.02144 Gas Producing
Shurley RR 1C #1 Sutton TX - 0.00159 Gas Producing
Shurley RR 1C-2 Sutton TX - 0.00159 Gas Producing
Sparks #3-11 Latimer OK - 0.02642 Gas Producing
II-B PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bateman 28 #2 Culberson TX - 0.00786 Gas Shut-in
Shurley RR 1C #1 Sutton TX - 0.00260 GAS Producing
Shurley RR 1C-2 Sutton TX - 0.00260 GAS Producing
-17-
II-C PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bateman 28 #2 Culberson TX - 0.00337 Gas Shut-in
Haley #4-31 Beckham OK - 0.00837 Gas Producing
Haley #5-31 Beckham OK - 0.00837 Gas Producing
Janet Federal #7-34 Sweetwater WY - 0.00037 Gas Producing
Mansfield #1-5 Canadian OK - 0.00083 Gas Producing
Peanut Ray #16-4-HLID Richland MT - 0.00009 Gas Producing
Rocky-Rosemary 29-14-H Richland MT - 0.00133 Gas Producing
Shurley RR 1C #1 Sutton TX - 0.00112 Gas Producing
Shurley RR 1C-2 Sutton TX - 0.00112 Gas Producing
Viper #1-2 Stephens OK - 0.00767 Gas Producing
II-D PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bateman 28 #2 Culberson TX - 0.01184 Gas Shut-in
Haley #4-31 Beckham OK - 0.00982 Gas Producing
Haley #5-31 Beckham OK - 0.00982 Gas Producing
Janet Federal #7-34 Sweetwater WY - 0.00385 Gas Producing
Mansfield #1-5 Canadian OK - 0.00096 Gas Producing
Peanut Ray #16-4-HLID Richland MT - 0.00098 Gas Producing
Rocky-Rosemary 29-14-H Richland MT - 0.01398 Gas Producing
Viper #1-2 Stephens OK - 0.00880 Gas Producing
-18-
II-E PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bateman 28 #2 Culberson TX - 0.02404 Gas Shut-in
Bennett A #1 Yoakum TX - 0.00026 Oil Producing
Cochran #1 Pecos TX - 0.00052 Gas Producing
Daberry #8-1 Wheeler TX - 0.00110 Gas Producing
Hester 12-4 Lea NM - 0.00038 Oil Producing
Hester #12-5 Lea NM - 0.00038 Gas In Progress
Hester 12 6 Lea NM - 0.00038 Oil Shut-in
Hoyt #1C (DK) Rio Arriba NM - 0.00006 Gas In Progress
Hoyt #1C (MV) Rio Arriba NM - 0.00018 Gas Shut-in
Jenny #1C Rio Arriba NM - 0.00056 Gas Producing
Jicarilla B #1B Rio Arriba NM - 0.00008 Gas Producing
Marshall #1 Howard TX - 0.00415 Gas Shut-in
Miers W A #19 Sutton TX - 0.00013 Gas Producing
Pettitfils J.D. A #12 Mitchell TX - 0.00173 Oil In Progress
Simpson Canyon #2027 Crockett TX - 0.00184 Oil Producing
Simpson Canyon #3044 Crockett TX - 0.00415 Oil Producing
Smith 18 #1 Lynn TX - 0.00104 Gas Dryhole
Southland Royalty D #4 Andrews TX 0.00415 0.00415 Oil Producing
Tafoya #35-5 San Juan NM - 0.00107 Gas Producing
Wilson A #3 Roger Mills OK 0.00009 0.00009 Gas Producing
-19-
II-F PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bennett A #1 Yoakum TX - 0.00063 Oil Producing
Cochran #1 Pecos TX - 0.00127 Gas Producing
Daberry #8-1 Wheeler TX - 0.00269 Gas Producing
Hester 12-4 Lea NM - 0.00094 Oil Producing
Hester #12-5 Lea NM - 0.00094 Gas In Progress
Hester 12 6 Lea NM - 0.00094 Oil Shut-in
Hoyt #1C (DK) Rio Arriba NM - 0.00002 Gas In Progress
Hoyt #1C (MV) Rio Arriba NM - 0.00007 Gas Shut-in
Jenny #1C Rio Arriba NM - 0.00022 Gas Producing
Jicarilla B #1B Rio Arriba NM - 0.00003 Gas Producing
Marshall #1 Howard TX - 0.01014 Gas Shut-in
Miers W A #19 Sutton TX - 0.00032 Gas Producing
Oliver #1 McClain OK - 0.00184 Oil Producing
Pettitfils J.D. A #12 Mitchell TX - 0.00423 Oil In Progress
Simpson Canyon #2027 Crockett TX - 0.00451 Oil Producing
Simpson Canyon #3044 Crockett TX - 0.01014 Oil Producing
Smith 18 #1 Lynn TX - 0.00254 Gas Dryhole
Southland Royalty D #4 Andrews TX 0.01014 0.01014 Oil Producing
Tafoya #35-5 San Juan NM - 0.00042 Gas Producing
Wilson A #3 Roger Mills OK 0.00021 0.00021 Gas Producing
-20-
II-G PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bennett A #1 Yoakum TX - 0.00133 Oil Producing
Cochran #1 Pecos TX - 0.00265 Gas Producing
Daberry #8-1 Wheeler TX - 0.00562 Gas Producing
Hester 12-4 Lea NM - 0.00197 Oil Producing
Hester #12-5 Lea NM - 0.00197 Gas In Progress
Hester 12 6 Lea NM - 0.00197 Oil Shut-in
Hoyt #1C (DK) Rio Arriba NM - 0.00007 Gas In Progress
Hoyt #1C (MV) Rio Arriba NM - 0.00023 Gas Shut-in
Jenny #1C Rio Arriba NM - 0.00073 Gas Producing
Jicarilla B #1B Rio Arriba NM - 0.00010 Gas Producing
Marshall #1 Howard TX - 0.02121 Gas Shut-in
Miers W A #19 Sutton TX - 0.00068 Gas Producing
Oliver #1 McClain OK - 0.00416 Oil Producing
Pettitfils J.D. A #12 Mitchell TX - 0.00884 Oil In Progress
Simpson Canyon #2027 Crockett TX - 0.00942 Oil Producing
Simpson Canyon #3044 Crockett TX - 0.02121 Oil Producing
Smith 18 #1 Lynn TX - 0.00530 Gas Dryhole
Southland Royalty D #4 Andrews TX 0.02121 0.02121 Oil Producing
Tafoya #35-5 San Juan NM - 0.00139 Gas Producing
Wilson A #3 Roger Mills OK 0.00043 0.00043 Gas Producing
-21-
II-H PARTNERSHIP
- ---------------
WORKING REVENUE
WELL NAME COUNTY ST. INTEREST INTEREST TYPE STATUS
- --------- ------ --- -------- -------- ---- ------
Bennett A #1 Yoakum TX - 0.00031 Oil Producing
Cochran #1 Pecos TX - 0.00061 Gas Producing
Daberry #8-1 Wheeler TX - 0.00130 Gas Producing
Hester 12-4 Lea NM - 0.00045 Oil Producing
Hester #12-5 Lea NM - 0.00045 Gas In Progress
Hester 12 6 Lea NM - 0.00045 Oil Shut-in
Hoyt #1C (DK) Rio Arriba NM - 0.00003 Gas In Progress
Hoyt #1C (MV) Rio Arriba NM - 0.00009 Gas Shut-in
Jenny #1C Rio Arriba NM - 0.00029 Gas Producing
Jicarilla B #1B Rio Arriba NM - 0.00004 Gas Producing
Marshall #1 Howard TX - 0.00491 Gas Shut-in
Miers W A #19 Sutton TX - 0.00016 Gas Producing
Oliver #1 McClain OK - 0.00110 Oil Producing
Pettitfils J.D. A #12 Mitchell TX - 0.00204 Oil In Progress
Simpson Canyon #2027 Crockett TX - 0.00218 Oil Producing
Simpson Canyon #3044 Crockett TX - 0.00491 Oil Producing
Smith 18 #1 Lynn TX - 0.00123 Gas Dryhole
Southland Royalty D #4 Andrews TX 0.00491 0.00491 Oil Producing
Tafoya #35-5 San Juan NM - 0.00055 Gas Producing
Wilson A #3 Roger Mills OK 0.00010 0.00010 Gas Producing
[Remainder of Page Intentionally Left Blank]
-22-
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the tables, direct operating expenses include lease
operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
Net Production Data
II-A Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 37,392 39,917 46,952
Gas (Mcf) 521,593 579,253 572,607
Oil and gas sales:
Oil $2,362,844 $2,152,712 $1,746,917
Gas 3,381,948 4,185,234 3,103,144
--------- --------- ---------
Total $5,744,792 $6,337,946 $4,850,061
========= ========= =========
Total direct operating
expenses $1,403,073 $1,369,249 $1,218,577
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.4% 21.6% 25.1%
Average sales price:
Per barrel of oil $63.19 $53.93 $37.21
Per Mcf of gas 6.48 7.23 5.42
Direct operating expenses per
equivalent Bbl of oil $11.29 $10.03 $ 8.56
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-23-
Net Production Data
II-B Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 26,629 30,421 32,490
Gas (Mcf) 464,235 489,345 511,944
Oil and gas sales:
Oil $1,711,719 $1,639,354 $1,263,451
Gas 2,895,111 3,426,412 2,612,190
--------- --------- ---------
Total $4,606,830 $5,065,766 $3,875,641
========= ========= =========
Total direct operating
expenses $1,324,302 $1,116,478 $ 972,752
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 28.7% 22.0% 25.1%
Average sales price:
Per barrel of oil $64.28 $53.89 $38.89
Per Mcf of gas 6.24 7.00 5.10
Direct operating expenses per
equivalent Bbl of oil $12.73 $9.97 $ 8.26
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-24-
Net Production Data
II-C Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 12,078 14,075 14,712
Gas (Mcf) 277,010 310,311 290,665
Oil and gas sales:
Oil $ 773,796 $ 756,533 $ 573,692
Gas 1,722,216 2,164,810 1,470,413
--------- --------- ---------
Total $2,496,012 $2,921,343 $2,044,105
========= ========= =========
Total direct operating
expenses $ 662,888 $ 581,032 $ 499,136
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 26.6% 19.9% 24.4%
Average sales price:
Per barrel of oil $64.07 $53.75 $38.99
Per Mcf of gas 6.22 6.98 5.06
Direct operating expenses per
equivalent Bbl of oil $11.38 $ 8.83 $ 7.90
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-25-
Net Production Data
II-D Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 14,674 15,976 18,587
Gas (Mcf) 630,550 722,142 645,031
Oil and gas sales:
Oil $ 875,017 $ 812,260 $ 718,264
Gas 3,816,436 5,146,998 3,299,228
--------- --------- ---------
Total $4,691,453 $5,959,258 $4,017,492
========= ========= =========
Total direct operating
expenses $1,109,260 $1,097,388 $ 977,515
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 23.6% 18.4% 24.3%
Average sales price:
Per barrel of oil $59.63 $50.84 $38.64
Per Mcf of gas 6.05 7.13 5.11
Direct operating expenses per
equivalent Bbl of oil $9.26 $ 8.05 $ 7.75
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-26-
Net Production Data
II-E Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 4,592 4,507 4,519
Gas (Mcf) 334,024 349,889 343,209
Oil and gas sales:
Oil $ 286,603 $ 238,623 $ 169,989
Gas 2,019,105 2,551,195 1,789,882
--------- --------- ---------
Total $2,305,708 $2,789,818 $1,959,871
========= ========= =========
Total direct operating
expenses $ 697,023 $ 517,860 $ 471,599
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 30.2% 18.6% 24.1%
Average sales price:
Per barrel of oil $62.41 $52.94 $37.62
Per Mcf of gas 6.04 7.29 5.22
Direct operating expenses per
equivalent Bbl of oil $11.57 $ 8.24 $ 7.64
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-27-
Net Production Data
II-F Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 3,349 3,222 2,938
Gas (Mcf) 221,303 226,924 268,980
Oil and gas sales:
Oil $ 202,585 $ 169,339 $ 107,070
Gas 1,340,936 1,597,075 1,319,069
--------- --------- ---------
Total $1,543,521 $1,766,414 $1,426,139
========= ========= =========
Total direct operating
expenses $ 380,933 $ 308,192 $ 264,205
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.7% 17.4% 18.5%
Average sales price:
Per barrel of oil $60.49 $52.56 $36.44
Per Mcf of gas 6.06 7.04 4.90
Direct operating expenses per
equivalent Bbl of oil $ 9.47 $ 7.51 $ 5.53
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-28-
Net Production Data
II-G Partnership
----------------
Year Ended December 31,
----------------------------------------
2006 2005(1) 2004(1)
---------- ---------- ----------
Production:
Oil (Bbls) 7,078 6,850 6,219
Gas (Mcf) 478,646 484,309 576,725
Oil and gas sales:
Oil $ 428,657 $ 360,303 $ 226,811
Gas 2,897,126 3,435,271 2,841,472
--------- --------- ---------
Total $3,325,783 $3,795,574 $3,068,283
========= ========= =========
Total direct operating
expenses $ 822,154 $ 662,840 $ 563,966
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.7% 17.5% 18.4%
Average sales price:
Per barrel of oil $60.56 $52.60 $36.47
Per Mcf of gas 6.05 7.09 4.93
Direct operating expenses per
equivalent Bbl of oil $ 9.47 $ 7.57 $ 5.51
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-29-
Net Production Data
II-H Partnership
----------------
Year Ended December 31,
---------------------------------------
2006 2005(1) 2004(1)
--------- ---------- ---------
Production:
Oil (Bbls) 1,644 1,590 1,473
Gas (Mcf) 116,535 118,414 140,415
Oil and gas sales:
Oil $ 99,652 $ 83,510 $ 53,794
Gas 708,438 838,846 694,443
------- ------- -------
Total $808,090 $922,356 $748,237
======= ======= =======
Total direct operating
expenses $199,871 $164,155 $140,879
======= ======= =======
Direct operating expenses
as a percentage of oil
and gas sales 24.7% 17.8% 18.8%
Average sales price:
Per barrel of oil $60.62 $52.52 $36.52
Per Mcf of gas 6.08 7.08 4.95
Direct operating expenses per
equivalent Bbl of oil $ 9.49 $ 7.70 $ 5.66
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-30-
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, 2006. 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"). When preparing such reserves, the General
Partner follows the SEC's definition regarding oil and gas reserves, which was
first published in 1978. The General Partner books proved oil and gas reserves
which geological and engineering data show with reasonable certainty to be
recovered in the future from known reserves under existing economic and
operating conditions. Probable reserves are not booked.
The General Partner combines many methods of reserve estimation in order
to obtain the most accurate forecast, including both volumetric and analogy
methods. Many levels of review occur during this process. First, the engineers
review their respective wells, then the operations manager and division vice
presidents review the updated forecasts, and finally the executive vice
president of engineering reviews approximately the top 85% (or more) wells by
value. All engineers reviewing the data have completed their engineering degrees
and/or are licensed petroleum engineers. In addition, reserve information for
the top 80% of each Partnership's reserve base (based on volumes) has been
reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum
engineering firm. Ryder Scott has stated to the General Partner their opinion
that (i) the estimates of reserves for the properties which they reviewed were
prepared in accordance with generally accepted procedures for the estimation of
reserves, (ii) they found no bias in the utilization and analysis of data, and
(iii) the cash flow projections provided by Samson of gross and net reserves and
associated revenues and costs based on constant pricing in general appear
reasonable.
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, 2006. Such prices were not
escalated except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract provisions. While
oil prices remained relatively constant as of December 31, 2006 and 2005 ($60.85
and $61.06 per barrel, respectively), gas prices were substantially lower as of
December 31, 2006 ($5.64 per Mcf) than December 31, 2005 ($10.08 per Mcf). This
decrease in gas prices caused the estimates of remaining economically
recoverable reserves, as well as the values placed on said reserves, at December
31, 2006 to be lower than the previous estimates and values at December 31,
2005. The prices used in
-31-
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, 2006. In fact, subsequent to December 31, 2006 gas
prices increased significantly and then declined. There can be no assurance that
the prices used in calculating the net present value of the Partnerships' proved
reserves at December 31, 2006 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.
The reserves table below reflects reserves as either discontinued
operations or continuing operations. The discontinued operations reserves
consist of all the properties classified as assets held for sale as of December
31, 2006. See "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations" for more information about these
discontinued operations.
Proved Reserves and Net Present Values
From Proved Reserves
As of December 31, 2006(1)
Oil and Net Present Value
Gas Liquids (discounted at)
(Mcf) (Bbls) 10% per annum
--------- -------- -----------------
II-A Partnership:
- ----------------
Discontinued Operations 517,819 243,959 $ 4,861,359
Continuing Operations 5,352,033 371,443 18,500,387
-32-
II-B Partnership:
- ----------------
Discontinued Operations 54,166 115,230 $ 1,994,039
Continuing Operations 4,299,966 342,079 15,110,397
II-C Partnership:
- ----------------
Discontinued Operations 34,962 6,123 $ 205,057
Continuing Operations 3,184,966 154,583 9,874,788
II-D Partnership:
- ----------------
Discontinued Operations 421,255 65,924 $ 1,574,906
Continuing Operations 7,841,673 89,927 19,387,584
II-E Partnership:
- ----------------
Discontinued Operations 516,051 76,780 $ 2,405,121
Continuing Operations 3,607,006 34,762 8,314,034
II-F Partnership:
- ----------------
Discontinued Operations 802,431 188,968 $ 5,513,698
Continuing Operations 1,873,669 30,346 4,728,696
II-G Partnership:
- ----------------
Discontinued Operations 1,678,731 395,342 $11,539,905
Continuing Operations 4,054,188 65,295 10,212,773
II-H Partnership:
- ----------------
Discontinued Operations 389,841 91,583 $ 2,675,188
Continuing Operations 997,039 16,014 2,504,592
- ----------
(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
-33-
Note 4 to the Partnerships' financial statements, included in Item 8 of this
Annual Report.
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, 2006:
Operated Wells
----------------------------------------
Partnership Number Percent
----------- ------ -------
II-A 70 6%
II-B 41 18%
II-C 58 16%
II-D 41 15%
II-E 46 2%
II-F 58 3%
II-G 58 3%
II-H 58 3%
The following tables set forth certain well and reserve information as of
December 31, 2006 for each oil and gas basin which holds a significant portion
of the value of the Partnerships' properties. The tables contain the following
information for each such basin: (i) the number of gross wells and net wells,
(ii) the number of wells in which only a non-working interest is owned, (iii)
the Partnership's total number of wells, (iv) the number and percentage of wells
operated by the Partnership's affiliates, (v) estimated proved oil reserves,
(vi) estimated proved gas reserves, and (vii) the present value (discounted at
10% per annum) of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle,
while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento
Basin is located in central California, and the Uinta Basin is located in
northeast Utah.
-34-
Significant Properties as of December 31, 2006
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- --------- --------- -----------
II-A Partnership:
Anadarko 128 8.01 73 201 36 18% 37,300 3,020,307 $ 8,021,534
Permian 440 2.48 7 447 14 3% 92,456 982,881 3,698,346
Gulf Coast 273 12.28 2 275 - - 130,066 283,743 3,155,836
II-B Partnership:
Anadarko 41 4.48 16 57 11 19% 19,000 1,387,634 $ 3,998,386
Uinta 15 1.53 3 18 - - 212,528 446,349 4,080,068
Southern Okla.
Folded Belt 15 4.27 1 16 15 94% 66,889 899,035 2,949,994
Permian 15 1.79 3 18 14 78% 21,801 905,107 2,367,724
II-C Partnership:
Anadarko 87 4.05 39 126 16 13% 16,976 1,483,702 $ 4,196,195
Southern Okla.
Folded Belt 18 1.93 2 20 19 95% 29,110 574,680 1,678,728
Uinta 15 .66 3 18 - - 91,083 191,839 1,751,154
Permian 16 .78 4 20 14 70% 9,348 462,942 1,127,169
II-D Partnership:
Anadarko 53 7.13 26 79 7 9% 22,019 3,108,842 $ 7,865,762
Sacramento 42 6.93 - 42 - - - 1,403,001 4,132,871
- --------------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percent of the Partnership's total wells in the basin which are operated by
affiliates of the Partnerships.
-35-
Significant Properties as of December 31, 2006
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------- Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ----------------- ----- ----- -------- ----- ------ ---- -------- --------- -----------
<c>
II-E Partnership:
Permian 690 3.80 1,168 1,858 7 - 80,500 1,368,571 $ 4,152,082
Anadarko 50 1.94 25 75 22 29% 4,409 1,222,520 2,975,771
Southern Okla.
Folded Belt 1 .18 - 1 1 100% 6,047 948,426 1,813,070
II-F Partnership:
Permian 658 6.06 1,167 1,852 2 - 194,162 1,085,634 $ 5,948,715
Anadarko 58 2.16 25 83 28 34% 4,224 1,294,365 3,243,108
II-G Partnership:
Permian 685 12.68 1,167 1,852 2 - 405,711 2,270,351 $12,434,057
Anadarko 58 4.59 25 83 28 34% 9,064 2,755,660 6,894,193
II-H Partnership:
Permian 685 2.93 1,167 1,852 2 - 93,891 524,846 $ 2,876,573
Anadarko 58 1.09 25 83 28 34% 2,192 656,294 1,643,048
- --------------------------
(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.
-36-
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
oil and gas properties. Record title to all of the Partnerships' properties is
held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of
the General Partner.
Title to the Partnerships' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
A lawsuit styled Robert W. Scott, individually and as Managing Member of
R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The
lawsuit seeks class action certification and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment statutes. A number of these royalty
and overriding royalty payments burden the interests of the II-A, II-C, and II-D
Partnerships. In February 2003, Samson made a supplemental payment to the
royalty and overriding royalty interest owners who were potential class members
of amounts which were then thought to have been improperly deducted plus
statutory interest thereon. The lawsuit also alleges that Samson's check stubs
did not fully comply with the Wyoming Royalty Payment Act.
On May 13, 2005 the trial court certified this lawsuit as a class action
and denied Samson's motion for summary judgment. On June 25, 2005 the Wyoming
Supreme Court denied Samson's request for it to review these decisions. Samson
and the plaintiffs have reached agreement to settle all of the plaintiffs'
remaining claims in this lawsuit, and Samson expects a formal settlement
agreement to be executed during April 2007. The settlement calls for an
additional royalty payment of $1,000,000 and is subject to Court approval.
Plaintiffs' counsel, subject to Court approval, is responsible for determining
the allocation of the $1,000,000 among the various class members after deduction
of litigation costs and attorneys' fees. Samson cannot determine the portion of
this settlement amount attributable to each Partnership until the allocation is
received from plaintiffs' counsel and approved by the Court.
Except as described above, to the knowledge of the General Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or operations.
-37-
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 2006.
PART II.
ITEM 5. MARKET FOR UNITS, RELATED LIMITED PARTNER MATTERS, AND ISSUER
PURCHASES OF UNITS
As of March 1, 2007, the number of Units outstanding and the approximate
number of Limited Partners of record in the Partnerships were as follows:
Number of Numbers of
Partnership Units Limited Partners
----------- --------- ----------------
II-A 484,283 3,043
II-B 361,719 1,876
II-C 154,621 1,018
II-D 314,878 2,091
II-E 228,821 1,592
II-F 171,400 1,293
II-G 372,189 1,960
II-H 91,711 923
Units were initially sold for a price of $100. The Units are not traded on
any exchange and there is no public trading market for them. The General Partner
is aware of certain transfers of Units between unrelated parties, some of which
are facilitated by secondary trading firms and matching services. In addition,
as further described below, the General Partner is aware of certain "4.9% tender
offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purposes of
this Annual Report, a Unit represents an initial subscription of $100 to the
Partnership.
-38-
Repurchase Offer Prices
-----------------------
2005 2006 2007
------------------------ ------------------------ -------
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.(1)
- ------ ---- ---- ---- ---- ---- ---- ---- ---- -------
II-A $15 $13 $25 $23 $20 $17 $27 $24 $21
II-B 16 14 26 24 20 18 25 23 20
II-C 24 22 37 35 31 27 39 36 33
II-D 26 24 40 38 34 29 47 45 41
II-E 22 20 33 32 27 24 33 23 19
II-F 26 23 42 39 35 31 44 14 9
II-G 25 22 41 38 34 30 43 14 9
II-H 25 22 40 37 33 29 41 14 9
- ------------
(1) Repurchase offer terminated March 9, 2007.
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
As described in "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations," the Partnerships terminate on December 31,
2007. Due to such termination and the necessary liquidation process, the General
Partner terminated the repurchase offer and right of presentment described above
as of March 9, 2007. In addition, the General Partner will not accept, process,
or recognize any transfers of Units (with the exception of certain transactions
between related persons) for which completed transfer documentation is not
mailed to the General Partner with a postmark on or before June 30, 2007.
Accordingly, there will be no market for the Partnerships' Units after June 30,
2007.
-39-
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production, the sale of oil and gas
properties 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. See
"Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations" for information regarding the cash distribution process during
liquidation of the Partnerships.
The following is a summary of cash distributions paid to the Limited
Partners during 2005 and 2006 and the first quarter of 2007.
-40-
Cash Distributions
------------------
2005
------------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ ------
II-A $1.90 $1.95 $1.93 $2.12
II-B 1.82 1.95 1.69 2.05
II-C 2.10 2.43 2.16 2.55
II-D 1.95 2.53 1.90 2.58
II-E 1.73 1.72 1.76 1.93
II-F 2.51 2.72 3.21 3.39
II-G 2.45 2.69 3.15 3.31
II-H 2.32 2.48 2.97 3.17
2006 2007
------------------------------------------------- --------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ------ ------ ------ --------- --------
II-A $3.05 $2.65 $2.31 $ 2.84(1) $2.70(2)
II-B 3.27 2.75 2.38 2.18 2.84(2)
II-C 4.07 3.57 2.81 2.58 3.27(2)
II-D 4.10 4.48 2.44 2.34(1) 3.54(2)
II-E 4.37 3.66 2.68 10.68(1) 3.64(2)
II-F 4.18 4.18 4.39 29.91(1) 4.35(2)
II-G 4.08 4.15 4.27 28.83(1) 4.46(2)
II-H 3.91 3.82 4.09 27.15(1) 4.60(2)
- ------------
(1) Includes proceeds from the sale of the Partnerships' interests in various
oil and gas properties at The Oil and Gas Clearinghouse auction in
Houston, Texas on October 11, 2006.
(2) Includes proceeds from the sale of the Partnerships' interests in various
oil and gas properties at The Oil and Gas Clearinghouse auctions in
Houston, Texas on December 13, 2006 and February 1, 2007.
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."
The selected financial data tables reflect income from both continuing
operations and discontinued operations for the Partnerships. The discontinued
operations income is the income for
-41-
various oil and gas properties sold during 2006 and all of the properties
classified as assets held for sale as of December 31, 2006. See "Item 7.
Management's Discussion and Analysis of Financial Condition and Results of
Operations" for more information about these discontinued operations.
[Remainder of Page Intentionally Left Blank]
-42-
Selected Financial Data
II-A Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $5,744,792 $6,337,946 $4,850,061 $4,589,607 $3,054,458
Income from:
Continuing
operations 3,596,564 4,097,572 2,920,129 2,720,091 1,232,803
Discontinued
operations 986,782 999,918 746,569 696,892 412,302
Net Income:
Limited Partners 4,106,702 4,554,784 3,284,043 3,062,787 1,457,582
General Partner 476,644 542,706 382,655 360,045 187,523
Total 4,583,346 5,097,490 3,666,698 3,422,832 1,645,105
Limited Partners' Net
Income per Unit 8.48 9.41 6.78 6.32 3.01
Limited Partners' Cash
Distributions per
Unit 10.85 7.90 6.38 5.03 2.49
Total Assets 5,635,477 6,732,064 5,413,607 5,073,056 4,165,182
Partners' Capital
(Deficit):
Limited Partners 4,211,424 5,359,722 4,632,938 4,436,895 3,811,109
General Partner ( 205,056) ( 132,231) ( 201,586) ( 232,071) ( 241,784)
Number of Units
Outstanding 484,283 484,283 484,283 484,283 484,283
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-43-
Selected Financial Data
II-B Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $4,606,830 $5,065,766 $3,875,641 $3,426,909 $2,286,797
Income from:
Continuing
operations 2,717,837 3,258,930 2,373,205 1,993,168 826,558
Discontinued
Operations 419,770 454,985 337,209 293,689 147,488
Net Income:
Limited Partners 2,810,761 3,316,237 2,429,208 2,049,029 857,193
General Partners 326,846 397,678 281,206 242,175 116,853
Total 3,137,607 3,713,915 2,710,414 2,291,204 974,046
Limited Partners' Net
Income per Unit 7.77 9.16 6.72 5.66 2.37
Limited Partners' Cash
Distributions per
Unit 10.58 7.51 6.14 4.62 2.01
Total Assets 3,655,575 4,547,709 3,672,534 3,401,746 2,810,167
Partners' Capital
(Deficit):
Limited Partners 2,988,864 4,005,103 3,410,866 3,203,658 2,826,629
General Partner ( 241,863) ( 178,888) ( 232,828) ( 254,807) ( 264,786)
Number of Units
Outstanding 361,719 361,719 361,719 361,719 361,719
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-44-
Selected Financial Data
II-C Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,496,012 $2,921,343 $2,044,105 $1,820,882 $1,237,225
Income from:
Continuing
operations 1,553,052 2,032,740 1,299,591 1,085,053 666,104
Discontinued
Operations 58,030 75,375 48,739 54,025 27,057
Net Income:
Limited Partners 1,442,702 1,887,279 1,208,720 1,017,928 615,932
General Partner 168,380 220,836 139,610 121,224 77,229
Total 1,611,082 2,108,115 1,348,330 1,139,152 693,161
Limited Partners' Net
Income per Unit 9.33 12.21 7.81 6.58 3.98
Limited Partners' Cash
Distributions per
Unit 13.03 9.24 7.41 5.42 3.26
Total Assets 1,759,882 2,340,077 1,722,761 1,645,411 1,391,833
Partners' Capital
(Deficit):
Limited Partners 1,499,082 2,071,380 1,612,101 1,549,381 1,370,453
General Partner ( 94,429) ( 57,416) ( 96,672) ( 106,418) ( 98,831)
Number of Units
Outstanding 154,621 154,621 154,621 154,621 154,621
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-45-
Selected Financial Data
II-D Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ -----------
Oil and Gas Sales $4,691,453 $5,959,258 $4,017,492 $3,564,537 $2,593,005
Income from:
Continuing
operations 2,914,101 4,308,541 2,514,041 2,011,772 2,524,600
Discontinued
operations 332,386 296,378 179,205 169,957 151,087
Net Income:
Limited Partners 2,895,444 4,125,010 2,408,986 1,936,342 2,391,740
General Partner 351,043 479,909 284,260 243,043 283,947
Total 3,246,487 4,604,919 2,693,246 2,179,385 2,675,687
Limited Partners' Net
Income per Unit 9.20 13.10 7.65 6.14 7.60
Limited Partners' Cash
Distributions per
Unit 13.36 8.96 7.35 5.00 6.46
Total Assets 3,796,296 5,137,152 3,452,048 3,360,141 2,915,283
Partners' Capital
(Deficit):
Limited Partners 3,143,522 4,452,078 3,150,068 3,055,082 2,695,740
General Partner ( 148,835) ( 65,352) ( 174,338) ( 190,287) ( 76,044)
Number of Units
Outstanding 314,878 314,878 314,878 314,878 314,878
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-46-
Selected Financial Data
II-E Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,305,708 $2,789,818 $1,959,871 $1,982,460 $1,340,878
Income from:
Continuing
operations 1,234,594 1,900,620 1,147,721 1,162,784 600,667
Discontinued
operations 3,152,311 798,606 496,113 528,041 407,101
Net Income:
Limited Partners 3,935,297 2,412,312 1,462,780 1,512,784 892,565
General Partner 451,608 286,914 181,054 181,131 115,203
Total 4,386,905 2,699,226 1,643,834 1,693,915 1,007,768
Limited Partners' Net
Income per Unit 17.20 10.54 6.39 6.61 3.90
Limited Partners' Cash
Distributions per
Unit 21.39 7.14 6.99 6.01 2.33
Total Assets 2,576,077 3,532,158 2,589,335 2,622,429 2,385,334
Partners' Capital
(Deficit):
Limited Partners 2,205,940 3,164,643 2,384,331 2,519,551 2,380,767
General Partner ( 95,977) ( 67,016) ( 132,096) ( 129,173) ( 131,864)
Number of Units
Outstanding 228,821 228,821 228,821 228,821 228,821
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-47-
Selected Financial Data
II-F Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,543,521 $1,766,414 $1,426,139 $1,296,534 $ 923,594
Income from:
Continuing
operations 850,512 1,170,426 807,912 803,675 423,161
Discontinued
operations 6,613,063 1,691,606 1,064,206 975,134 693,458
Net Income
Limited Partners 6,705,317 2,565,057 1,668,244 1,593,959 987,108
General Partner 758,258 296,975 203,874 189,788 129,511
Total 7,463,575 2,862,032 1,872,118 1,783,747 1,116,619
Limited Partners' Net
Income per Unit 39.12 14.97 9.74 9.30 5.76
Limited Partners' Cash
Distributions per
Unit 42.66 11.83 10.57 8.94 4.96
Total Assets 2,343,811 2,941,149 2,336,860 2,310,868 2,153,885
Partners' Capital
(Deficit):
Limited Partners 2,006,104 2,611,787 2,073,730 2,217,486 2,155,527
General Partner ( 31,426) ( 46,261) ( 98,202) ( 91,417) ( 95,526)
Number of Units
Outstanding 171,400 171,400 171,400 171,400 171,400
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-48-
Selected Financial Data
II-G Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $ 3,325,783 $3,795,574 $3,068,283 $2,784,002 $1,975,520
Income from:
Continuing
operations 1,861,775 2,544,222 1,746,525 1,741,277 915,085
Discontinued
Operations 13,901,574 3,558,643 2,234,571 2,046,127 1,452,317
Net Income:
Limited Partners 14,160,813 5,469,396 3,546,447 3,393,388 2,092,430
General Partner 1,602,536 633,469 434,649 404,263 274,972
Total 15,763,349 6,102,865 3,981,096 3,797,651 2,367,402
Limited Partners' Net
Income per Unit 38.05 14.70 9.52 9.12 5.62
Limited Partners' Cash
Distributions per
Unit 41.33 11.60 10.35 8.73 4.95
Total Assets 5,094,223 6,299,990 5,004,538 4,950,432 4,606,106
Partners' Capital
(Deficit):
Limited Partners 4,268,480 5,491,667 4,341,271 4,646,824 4,501,436
General Partner 47,955 9,830 ( 101,669) ( 87,509) ( 97,205)
Number of Units
Outstanding 372,189 372,189 372,189 372,189 372,189
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-49-
Selected Financial Data
II-H Partnership
----------------
2006 2005(1) 2004(1) 2003(1) 2002(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $ 808,090 $ 922,356 $ 748,237 $ 677,472 $ 477,851
Income from:
Continuing
Operations 432,790 591,890 402,975 399,634 200,582
Discontinued
Operations 3,263,496 826,216 520,886 477,702 336,128
Net Income:
Limited Partners 3,320,858 1,270,771 822,594 786,078 474,052
General Partner 375,428 147,335 101,267 93,794 62,658
Total 3,696,286 1,418,106 923,861 879,872 536,710
Limited Partners' Net
Income per Unit 36.21 13.85 8.96 8.57 5.17
Limited Partners' Cash
Distributions per
Unit 38.97 10.94 9.78 8.13 4.41
Total Assets 1,244,944 1,488,575 1,186,870 1,176,280 1,086,200
Partners' Capital
(Deficit):
Limited Partners 1,072,102 1,325,244 1,057,473 1,131,879 1,090,801
General Partner ( 16,786) ( 28,897) ( 54,377) ( 51,046) ( 53,547)
Number of Units
Outstanding 91,711 91,711 91,711 91,711 91,711
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-50-
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.
Discontinued Operations
In October 2006, the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships
sold their interests in a number of producing properties. The sales proceeds,
consisting of approximately $43,000, $49,000, $1,961,000, $4,449,000,
$9,291,000, and $2,152,000, respectively, were included in the November 15, 2006
cash distributions paid by the II-A, II-D, II-E, II-F, II-G, and II-H
Partnerships. In December 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G,
and II-H Partnerships sold their interests in additional producing properties.
The sales proceeds consisting of approximately $4,000, $7,000, $4,000, $8,000,
$362,000, $507,000, $1,151,000, and $306,000, respectively, were included in the
February 15, 2007 cash distributions paid by the Partnerships. These disposals
were treated as discontinued operations. The sale of these producing properties
will impact the continuing future operations of the Partnerships. It is
anticipated that these Partnerships will have lower lease
-51-
operating costs, lower oil and gas sales, and a reduction in their asset
retirement obligations as a result of these sales. The reader should refer to
Note 6 to the combined financial statements indexed in Item 15 hereof for
additional information regarding this matter.
Partnership Termination
The Partnerships would have terminated on December 31, 2001 in accordance
with the Partnership Agreements. However, the Partnership Agreements provide
that the General Partner may extend the term of each Partnership for up to five
periods of two years each. The General Partner has extended the terms of the
Partnerships for their third two-year extension, thereby extending their
termination date to December 31, 2007. On February 5, 2007 the General Partner
mailed a notice to the limited partners announcing that (i) the Partnerships
will terminate on December 31, 2007 and (ii) the General Partner will liquidate
the Partnerships' assets and satisfy their liabilities as part of the winding-up
process required by the Partnership Agreements and state law.
The General Partner has been selling selected oil and gas properties due
to the generally favorable market for oil and gas properties. The last such
sales are anticipated to be The Oil and Gas Asset Clearinghouse auctions in May
through July of 2007. While these property sales were not related to the
Partnerships' liquidation, all remaining property dispositions will be made as
part of the liquidation and winding-up process.
Liquidation and Winding-Up Process. The General Partner intends to
commence liquidating the Partnerships' properties in the second half of 2007,
and hopes to have all or substantially all of the properties sold prior to March
31, 2008. As part of the liquidation process, the General Partner will actively
negotiate for the sale of the properties. These properties will be offered to
all interested parties through normal oil and gas property auction processes as
well as appropriate negotiated transactions. It is possible that the General
Partner will package some properties which have value with properties that have
no or little value or are burdened with actual or potential liabilities. The
General Partner intends to sell such property packages and any associated or
otherwise remaining Partnership assets and liabilities to the highest bidder at
auction. It is possible that affiliates of the General Partner may participate
in any public auction of these properties and may be the successful high bidder
on some or all of the properties.
Cash Distributions. The Partnerships will make routine cash distributions
throughout the remainder of 2007. Proceeds from the sale of Partnership
properties may be included in these normal cash distributions, or may be
distributed to the partners by way of special cash distributions. The General
Partner will
-52-
analyze the level of cash held by the Partnerships throughout the liquidation
process and will retain sufficient cash to cover all final expenses and
liabilities of the Partnerships. After final settlement from the sale of all
properties, satisfaction of Partnership expenses and liabilities, and
calculation of any remaining assets and liabilities of the Partnerships, any net
cash will be paid as a final liquidating distribution to all of the remaining
partners in each Partnership. It is expected that the final distribution will be
made no later than December 31, 2008.
Repurchase Offer. In order to ensure that the General Partner makes all
liquidation distributions to the correct parties based on the most accurate
information possible, the General Partner terminated the outstanding repurchase
offer as of March 9, 2007. In addition, the General Partner will not process
transfers among third parties which are not postmarked on or before June 30,
2007 and received by the General Partner on or before July 13, 2007. The General
Partner will not impose these deadlines on transfers between family members,
their trusts, IRA accounts, or similar related entities and transfers due to
death or divorce.
Financial Statements. The financial statements described in "Item 8.
Financial Statements and Supplementary Data" and indexed in Item 15 to this
Annual Report are audited and presented on a going concern basis. However, the
General Partner has included in Note 7 to such financial statements unaudited
pro forma combined balance sheets which are presented on a liquidation basis.
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 and recently the sale of 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:
* 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;
-53-
* 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 and proximity of pipelines for transportation;
* Domestic and foreign government regulations and taxes;
* Market expectations; and
* The effect of worldwide energy conservation.
It is not possible to predict the future direction of oil or natural gas
prices. 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. 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.
-54-
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, 2006 as compared to the year ended December 31, 2005 and for the
year ended December 31, 2005 as compared to the year ended December 31, 2004.
II-A Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $593,000 (9.4%) in 2006 as compared to
2005. Of this decrease (i) $136,000 and $416,000 were related to decreases in
volumes of oil and gas sold and (ii) $387,000 was related to a decrease in the
average price of gas sold. These decreases were partially offset by an increase
of $346,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 2,525 barrels and 57,660 Mcf in 2006
as compared to 2005. The decrease in volumes of oil sold was primarily due to
normal declines in production. This decrease was partially offset by (i) a
negative prior period volume adjustment made by the operator on one significant
well during 2005 and (ii) increases in production on two significant wells
following their successful workovers during late 2005. The decrease in volumes
of gas 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 2005. These decreases were partially offset by (i) increases in
production on several wells following their successful workovers during mid to
late 2005 and early 2006, (ii) an increase in the Partnership's revenue interest
on one significant well during 2006, and (iii) the successful completion of
another significant well.
Average oil prices increased to $63.19 per barrel in 2006 from $53.93 per
barrel in 2005, while average gas prices decreased to $6.48 per Mcf in 2006 from
$7.23 per Mcf in 2005.
-55-
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $34,000 (2.5%) in 2006 as compared to 2005. This
increase was primarily due to (i) an increase in workover expenses, (ii) a
$47,000 increase in lease operating expenses during 2006 resulting from an
increase in the Partnership's gas balancing position on several wells, and (iii)
an increase in repair and maintenance expenses. As of the date of this Annual
Report, management anticipates workover costs remaining at or increasing above
2006 levels due to the increased cost to perform a workover and the age of the
wellbores. These increases were partially offset by (i) the receipt of a
$263,000 lease operating expense credit resulting from the settlement of a class
action lawsuit on several wells during 2006 and (ii) a decrease in production
taxes associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales, these expenses increased to 24.4% in 2006 from 21.6% in 2005,
primarily due to the decrease in oil and gas sales.
Depreciation, depletion, and amortization ("DD&A") of oil and gas
properties decreased $103,000 (30.0%) in 2006 as compared to 2005. This decrease
was primarily due to (i) several wells being fully depleted during 2005 due to
their lack of remaining reserves, (ii) an increase in depletable oil and gas
properties during 2005 primarily due to the recompletion of one significant
well, and (iii) the decreases in volumes of oil and gas sold. As a percentage of
oil and gas sales, this expense decreased to 4.2% in 2006 from 5.4% in 2005,
primarily due to the dollar decrease in DD&A.
The Partnership recognized a non-cash charge against earnings of $13,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 9.7%
in 2006 from 8.9% in 2005.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $70,163,357 or 144.88% of Limited Partners' capital contributions.
-56-
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,488,000 (30.7%) in 2005 as compared
to 2004. Of this increase (i) $668,000 and $1,046,000 were related to increases
in the average prices of oil and gas sold and (ii) $36,000 was related to an
increase in volumes of gas sold. These increases were partially offset by a
decrease of $262,000 related to a decrease in volumes of oil sold. Volumes of
oil sold decreased 7,035 barrels, while volumes of gas sold increased 6,646 Mcf
in 2005 as compared to 2004. The decrease in volumes of oil sold was primarily
due to (i) normal declines in production, (ii) a negative prior period volume
adjustment made by the operator on one significant well during 2005, and (iii)
the shutting-in of another significant well during mid to late 2005 in order to
perform a workover. The increase in volumes of gas sold was primarily due to (i)
an increase in production on one significant well returned to production during
mid 2005 following the resolution of transportation problems associated with
line pressure, (ii) the successful completion of several new wells during late
2004 and early to mid 2005, and (iii) the first receipt of revenues on another
significant well during early 2005. These increases were partially offset by
normal declines in production.
Average oil and gas prices increased to $53.93 per barrel and $7.23 per
Mcf in 2005 from $37.21 per barrel and $5.42 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $151,000 (12.4%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in workover expenses and (ii) an
increase in production taxes associated with the increase in oil and gas sales.
These increases were partially offset by a reversal during 2005 of $27,000 of a
charge previously accrued for a judgment. As a percentage of oil and gas sales,
these expenses decreased to 21.6% in 2005 from 25.1% in 2004, primarily due to
the increase in oil and gas sales.
DD&A of oil and gas properties increased $149,000 (77.3%) in 2005 as
compared to 2004. Of this increase (i) $84,000 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 $50,000
was related to previously fully depleted wells, and (ii) $19,000 was due to
accretion of these additional asset retirement obligations. This
-57-
increase was also due to downward revisions in the estimates of remaining oil
and gas reserves following an unsuccessful recompletion attempt on one
significant well during 2005. As a percentage of oil and gas sales, this expense
increased to 5.4% in 2005 from 4.0% in 2004, primarily due to the dollar
increase in DD&A.
General and administrative expenses remained relatively constant in 2005
and 2004. As a percentage of oil and gas sales, these expenses decreased to 8.9%
in 2005 from 11.5% in 2004, primarily due to the increase in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
II-B Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $459,000 (9.1%) in 2006 as compared to
2005. Of this decrease (i) $204,000 and $176,000 were related to decreases in
volumes of oil and gas sold and (ii) $356,000 was related to a decrease in the
average price of gas sold. These decreases were partially offset by an increase
of $277,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 3,792 barrels and 25,110 Mcf in 2006
as compared to 2005, primarily due to normal declines in production. Average oil
prices increased to $64.28 per barrel in 2006 from $53.89 per barrel in 2005,
while average gas prices decreased to $6.24 per Mcf in 2006 from $7.00 per Mcf
in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $208,000 (18.6%) in 2006 as compared to 2005. This
increase was primarily due to (i) an increase in workover expenses, (ii) a
$48,000 increase in lease
-58-
operating expense during 2006 resulting from an increase in the Partnership's
gas balancing position on several wells, and (iii) an increase in saltwater
disposal expenses incurred on several wells during 2006. As of the date of this
Annual Report, management anticipates (i) workover costs remaining at or
increasing above 2006 levels due to increased costs to perform a workover and
the age of the wellbores and (ii) the saltwater disposal expenses to remain at
2006 levels. These increases were partially offset by a decrease in production
taxes associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales, these expenses increased to 28.7% in 2006 from 22.0% in 2005,
primarily due to the dollar increase in production expenses and the decrease in
oil and gas sales.
DD&A of oil and gas properties decreased $106,000 (37.3%) in 2006 as
compared to 2005. This decrease was primarily due to (i) an increase in
depletable oil and gas properties during 2005 primarily due to the unsuccessful
recompletion of one significant well, (ii) several wells being fully depleted
during 2005 due to their lack of remaining reserves, and (iii) the decrease in
volumes of oil and gas sold. As a percentage of oil and gas sales, this expense
decreased to 3.9% in 2006 from 5.6% in 2005, primarily due to the dollar
decrease in DD&A.
The Partnership recognized a non-cash charge against earnings of $7,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 9.2%
in 2006 from 8.4% in 2005.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $50,499,916 or 139.61% of Limited Partners' capital contributions.
-59-
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,190,000 (30.7%) in 2005 as compared
to 2004. Of this increase $456,000 and $930,000 were related to increases in the
average prices of oil and gas sold.
Volumes of oil and gas sold decreased 2,069 barrels and 22,599 Mcf in 2005
as compared to 2004. Average oil and gas prices increased to $53.89 per barrel
and $7.00 per Mcf in 2005 from $38.89 per barrel and $5.10 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $144,000 (14.8%) in 2005 as compared to 2004. This
increase was primarily due to (i) workover expenses incurred on two significant
wells during 2005 and (ii) an increase in production taxes associated with the
increase in oil and gas sales. As a percentage of oil and gas sales, these
expenses decreased to 22.0% in 2005 from 25.1% in 2004, primarily due to the
increase in oil and gas sales.
DD&A of oil and gas properties increased $136,000 (91.2%) in 2005 as
compared to 2004. This increase was primarily due to downward revisions in the
estimates of remaining oil and gas reserves following an unsuccessful
recompletion attempt on one significant well during 2005. This increase was also
due to increases of (i) $38,000 due to the depletion of additional capitalized
costs of oil and gas properties as a result of the upward revision in the
estimate of the asset retirement obligations, of which $28,000 was related to
previously fully depleted wells, and (ii) $6,000 due to accretion of these
additional asset retirement obligations. As a percentage of oil and gas sales,
this expense increased to 5.6% in 2005 from 3.8% in 2004, primarily due to the
dollar increase in DD&A.
General and administrative expenses increased $6,000 (1.3%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 8.4% in 2005 from 10.9% in 2004, primarily due to the increase in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation
-60-
process. The Partnership will have lower oil and gas sales and lower production
expenses with the sale of these properties.
II-C Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $425,000 (14.6%) in 2006 as compared to
2005. Of this decrease (i) $107,000 and $232,000 were related to decreases in
the volumes of oil and gas sold and (ii) $210,000 was related to a decrease in
the average price of gas sold. These decreases were partially offset by an
increase of $124,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 1,997 barrels and 33,301 Mcf in 2006
as compared to 2005. 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 2005. The decease
in volumes of gas sold was primarily due to (i) normal declines in production
and (ii) the shutting-in of one significant well during late 2006 in order to
perform repairs and maintenance. As of the date of this Annual Report, the
shut-in well has returned to production at a lower rate than previously
experienced. These decreases were partially offset by (i) increases in
production on several wells following 2005 workovers and (ii) a positive prior
period volume adjustment made by the operator on one significant well during
2006.
Average oil prices increased to $64.07 per barrel in 2006 from $53.75 per
barrel in 2005, while average gas prices decreased to $6.22 per Mcf in 2006 from
$6.98 per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $82,000 (14.1%) in 2006 as compared to 2005. This
increase was primarily due to (i) an increase in workover expenses, (ii) a
$26,000 decrease in lease operating expenses during 2005 resulting from a
decrease in the Partnership's gas balancing position on several wells, and (iii)
a $17,000 increase in lease operating expenses during 2006 resulting from an
increase in the Partnership's gas balancing position on several other wells. As
of the date of this Annual
-61-
Report, management anticipates workover costs remaining at or increasing above
2006 levels due to the increased cost to perform a workover and the age of the
wellbores. These increases were partially offset by a decrease in production
taxes associated with the decrease in oil and gas sales. As a percentage of oil
and gas sales, these expenses increased to 26.6% in 2006 from 19.9% in 2005.
This percentage increase was primarily due to (i) the decrease in oil and gas
sales and (ii) the dollar increase in production expenses.
DD&A of oil and gas properties decreased $19,000 (16.0%) in 2006 as
compared to 2005. This decrease resulted from (i) several wells being fully
depleted during 2005 due to their lack of remaining reserves and (ii) an
increase in depletable oil and gas properties during 2005 primarily due to the
recompletion of one significant well. The decreases in DD&A were partially
offset by (i) one significant well being fully depleted during 2006 due to its
lack of remaining reserves and (ii) downward revisions in the estimates of
remaining oil and gas reserves since 2005. As a percentage of oil and gas sales,
this expense remained constant at 4.0% in 2006 and 2005.
The Partnership recognized a non-cash charge against earnings of $5,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses decreased $3,000 (1.4%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 7.9% in 2006 from 6.9% in 2005, primarily due to the decrease in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $24,105,686 or 155.90% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to
-62-
the combined financial statements indexed in Item 15 hereof for more information
about these discontinued operations.
Total oil and gas sales increased $877,000 (42.9%) in 2005 as compared to
2004. Of this increase (i) $208,000 and $595,000 were related to increases in
the average prices of oil and gas sold and (ii) $99,000 was related to an
increase in volumes of gas sold.
Volumes of oil sold decreased 637 barrels, while volumes of gas sold
increased 19,646 Mcf in 2005 as compared to 2004. The increase in volumes of gas
sold was primarily due to (i) the first receipt of revenues on one significant
well, (ii) an increase in production on several wells following their successful
workovers during late 2004 through mid 2005, and (iii) an increase in production
on one significant well returned to production during mid 2005 following the
resolution of transportation problems associated with line pressure. These
increases were partially offset by normal declines in production.
Average oil and gas prices increased to $53.75 per barrel and $6.98 per
Mcf in 2005 from $38.99 per barrel and $5.06 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $82,000 (16.4%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) an increase in workover
expenses. As a percentage of oil and gas sales, these expenses decreased to
19.9% in 2005 from 24.4% in 2004, primarily due to the increase in oil and gas
sales.
DD&A of oil and gas properties increased $49,000 (70.3%) in 2005 as
compared to 2004. This increase was primarily due to downward revisions in the
estimates of remaining oil and gas reserves following an unsuccessful
recompletion attempt on one significant well during 2005. This increase was also
due to increases of (i) $17,000 due to the depletion of additional capitalized
costs of oil and gas properties as a result of the upward revision in the
estimate of the asset retirement obligations, of which $12,000 was related to
previously fully depleted wells, and (ii) $3,000 due to accretion of these
additional asset retirement obligations. As a percentage of oil and gas sales,
this expense increased to 4.0% in 2005 from 3.4% in 2004, primarily due to the
dollar increase in DD&A.
General and administrative expenses increased $7,000 (3.5%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.9% in 2005 from 9.5% in 2004, primarily due to the increase in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership
-63-
is in the process of selling an increased amount of the Partnership's properties
as a result of the generally favorable current environment for oil and gas
dispositions and will be selling all of the Partnership's properties in the
liquidation process. The Partnership will have lower oil and gas sales and lower
production expenses with the sale of these properties.
II-D Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $1,268,000 (21.3%) in 2006 as compared
to 2005. Of this decrease (i) $678,000 was related to a decrease in the average
price of gas sold and (ii) $653,000 was related to a decrease in volumes of gas
sold. These decreases were partially offset by an increase of $129,000 related
to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 1,302 barrels and 91,592 Mcf in 2006
as compared to 2005. The decrease in volumes of oil sold was primarily due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to (i) normal declines in production, (ii) the Partnership receiving an
increased percentage of sales on several wells during 2005 due to gas balancing,
and (iii) the shutting-in of one significant well during 2006 in order to
perform a recompletion. As of the date of this Annual Report, the operator has
not yet determined when, or if, the shut-in well will return to production and,
if returned to production, at what rate. These decreases were partially offset
by (i) an increase in production on one significant well following its
successful recompletion during mid 2006 and (ii) the successful completion of
several new wells during early 2006.
Average oil prices increased to $59.63 per barrel in 2006 from $50.84 per
barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.13
per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $12,000 (1.1%) in 2006 as compared to 2005. This
increase was primarily due to (i) an increase in workover expenses, (ii) a
$37,000 increase in lease operating expenses during 2006 resulting from an
increase in the
-64-
Partnership's gas balancing position on several wells, and (iii) a $33,000
decrease in lease operating expenses during 2005 resulting from a decrease in
the Partnership's gas balancing position on several wells. As of the date of
this Annual Report, management anticipates workover costs remaining at or
increasing above 2006 levels due to the increased cost to perform a workover and
the age of the wellbores. These increases were partially offset by (i) a
decrease in production taxes associated with the decrease in oil and gas sales
and (ii) the receipt of a $17,000 lease operating expense credit resulting from
the settlement of a class action lawsuit on one significant well during 2006. As
a percentage of oil and gas sales, these expenses increased to 23.6% in 2006
from 18.4% in 2005, primarily due to the decrease in oil and gas sales.
DD&A of oil and gas properties increased $131,000 (63.2%) in 2006 as
compared to 2005. This increase was primarily due to (i) several wells being
fully depleted during 2006 due to their lack of remaining reserves and (ii) the
receipt of equipment credits on an abandoned well during 2005. These increases
were partially offset by (i) several wells being fully depleted during 2005 due
to their lack of remaining reserves and (ii) the decreases in volumes of oil and
gas sold. As a percentage of oil and gas sales, this expense increased to 7.2%
in 2006 from 3.5% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $3,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to 7.9%
in 2006 from 6.3% in 2005, primarily due to the decrease in oil and gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $50,254,903 or 159.60% of Limited Partners' capital contributions.
-65-
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $1,942,000 (48.3%) in 2005 as compared
to 2004. Of this increase (i) $195,000 and $1,453,000 were related to increases
in the average prices of oil and gas sold and (ii) $394,000 was related to an
increase in volumes of gas sold.
Volumes of oil sold decreased 2,611 barrels, while volumes of gas sold
increased 77,111 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was primarily due to normal declines in production. The increase in volumes
of gas sold was primarily due to (i) an increase in production on several wells
following their successful workovers during late 2004 through mid 2005, (ii) one
significant well returning to production during mid 2005 following the
resolution of transportation problems associated with line pressure, and (iii)
the first receipt of revenues on one significant well. These increases were
partially offset by normal declines in production.
Average oil and gas prices increased to $50.84 per barrel and $7.13 per
Mcf in 2005 from $38.64 per barrel and $5.11 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $120,000 (12.3%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) an increase in workover
expenses. As a percentage of oil and gas sales, these expenses decreased to
18.4% in 2005 from 24.3% in 2004, primarily due to the increase in oil and gas
sales.
DD&A of oil and gas properties increased $44,000 (27.1%) in 2005 as
compared to 2004. Of this increase (i) $60,000 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 $38,000
was related to previously fully depleted wells, (ii) $12,000 was due to
accretion of these additional asset retirement obligations, and (iii) one
significant well being fully depleted during 2005 due to its lack of remaining
reserves. These increases were partially offset by (i) the receipt of equipment
credits on an abandoned well during 2005 and (ii) two significant wells being
substantially depleted during 2004 due to their lack of remaining reserves. As a
percentage of oil and gas sales, this expense
-66-
decreased to 3.5% in 2005 from 4.1% in 2004, primarily due to the increases in
the average prices of oil and gas sold.
General and administrative expenses increased $6,000 (1.6%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 6.3% in 2005 from 9.2% in 2004, primarily due to the increase in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
II-E Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $484,000 (17.4%) in 2006 as compared to
2005. Of this decrease (i) $416,000 was related to a decrease in the average
price of gas sold and (ii) $116,000 was related to a decrease in volumes of gas
sold.
Volumes of oil sold increased 85 barrels, while volumes of gas sold
decreased 15,865 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to (i) the successful completion of several new wells
during late 2005 and mid 2006, (ii) an increase in production on one significant
well following its successful recompletion during early 2006, and (iii) an
increase in production on another significant well following its successful
workover during mid 2006. These increases were partially offset by (i) normal
declines in production, (ii) a substantial decline in production on one
significant well following an unsuccessful workover of that well during mid
2005, and (iii) positive prior period volume adjustments made by the operator on
one significant well during 2005. The well with a substantial decline in
production is not expected to return to its previous level of production.
-67-
Average oil prices increased to $62.41 per barrel in 2006 from $52.94 per
barrel in 2005. Average gas prices decreased to $6.04 per Mcf in 2006 from $7.29
per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $179,000 (34.6%) in 2006 as compared to 2005. This
increase was primarily due to (i) an increase in workover expenses and (ii) a
$49,000 increase in lease operating expense during 2006 resulting from an
increase in the Partnership's gas balancing position on several wells. As of the
date of this Annual Report, management anticipates workover costs remaining at
or increasing above 2006 levels due to the increased cost to perform a workover
and the age of the wellbores. These increases were partially offset by a
decrease in production taxes associated with the decrease in oil and gas sales.
As a percentage of oil and gas sales, these expenses increased to 30.2% in 2006
from 18.6% in 2005, primarily due to the dollar increase in production expenses
and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $2,000 (2.0%) in 2006 as compared
to 2005. This increase was primarily due to (i) several wells being fully
depleted during 2006 due to their lack of remaining reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves. These increases were partially offset by several wells being fully
depleted during 2005 due to their lack of remaining reserves. As a percentage of
oil and gas sales, this expense increased to 4.8% in 2006 from 3.9% in 2005,
primarily due to the decrease in the average price of gas sold.
The Partnership recognized a non-cash charge against earnings of $20,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant in 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to
12.3% in 2006 from 10.1% in 2005, primarily due to the decrease in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $36,825,574 or 160.94% of Limited Partners' capital contributions.
-68-
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $830,000 (42.3%) in 2005 as compared to
2004. Of this increase $726,000 was related to an increase in the average price
of gas sold.
Volumes of oil sold decreased 12 barrels, while volumes of gas sold
increased 6,680 Mcf in 2005 as compared to 2004. The decrease in volumes of oil
sold was primarily due to normal declines in production. This decrease was
substantially offset by the successful completion of two new wells during late
2004. The increase in volumes of gas sold was primarily due to (i) one
significant well returning to production during mid 2005 following the
resolution of transportation problems associated with line pressure and (ii) an
increase in production on two significant wells following their successful
workovers during early 2005. These increases were partially offset by normal
declines in production.
Average oil and gas prices increased to $52.94 per barrel and $7.29 per
Mcf in 2005 from $37.62 per barrel and $5.22 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $46,000 (9.8%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) and an increase in workover
expenses. As a percentage of oil and gas sales, these expenses decreased to
18.6% in 2005 from 24.1% in 2004, primarily due to the increase in gas sales.
DD&A of oil and gas properties increased $29,000 (35.5%) in 2005 as
compared to 2004. Of this increase (i) $18,000 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 $12,000
was related to previously fully depleted wells, (ii) $3,000 was due to accretion
of these additional asset retirement obligations, and (iii) one significant well
being fully depleted during 2005 due to its lack of remaining reserves. As a
percentage of oil and gas sales, this expense decreased to 3.9% in 2005 from
4.1% in 2004.
General and administrative expenses increased $5,000 (2.0%) in 2005 as
compared to 2004. As a percentage of oil and gas
-69-
sales, these expenses decreased to 10.1% for 2005 from 14.1% in 2004, primarily
due to the increase in gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
II-F Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $223,000 (12.6%) in 2006 as compared to
2005. Of this decrease (i) $217,000 was related to a decrease in the average
price of gas sold and (ii) $40,000 was related to a decrease in volumes of gas
sold. These decreases were partially offset by an increase of $27,000 related to
an increase in the average price of oil sold.
Volumes of oil sold increased 127 barrels, while volumes of gas sold
decreased 5,621 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful completion of several new wells during
late 2005 and mid 2006. This increase was partially offset by (i) a substantial
decline in production during 2006 on one significant well following its 2005
workover and (ii) normal declines in production. The well with a substantial
decline in production is not expected to return to its previous level of
production.
Average oil prices increased to $60.49 per barrel in 2006 from $52.56 per
barrel in 2005. Average gas prices decreased to $6.06 per Mcf in 2006 from $7.04
per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $73,000 (23.6%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover expenses. As of the date
of this Annual Report, management anticipates workover costs remaining at or
increasing above 2006 levels due to the increased cost to perform
-70-
a workover and the age of the Partnership's wellbores. This increase in
production expenses was partially offset by a decrease in production taxes
associated with the decrease in oil and gas sales. As a percentage of oil and
gas sales, these expenses increased to 24.7% in 2006 from 17.4% in 2005,
primarily due to the dollar increase in production expenses and the decrease in
oil and gas sales.
DD&A of oil and gas properties increased $31,000 (36.4%) in 2006 as
compared to 2005. This increase was primarily due to (i) several wells being
fully depleted during 2006 due to their lack of remaining reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves. These increases were partially offset by several other wells being
fully depleted during 2005 due to their lack of remaining reserves. As a
percentage of oil and gas sales, this expense increased to 7.5% in 2006 from
4.8% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $24,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to
14.2% in 2006 from 12.3% in 2005, primarily due to the decrease in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $34,473,051 or 201.13% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
-71-
Total oil and gas sales increased $340,000 (23.9%) in 2005 as compared to
2004. Of this increase $52,000 and $484,000 were related to increases in the
average prices of oil and gas sold. These increases were partially offset by a
decrease of $206,000 related to a decrease in volumes of gas sold.
Volumes of oil sold increased 284 barrels, while volumes of gas sold
decreased 42,056 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004. This increase was partially offset by (i) normal declines in production
and (ii) positive prior period volume adjustments made by the operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal declines in production and (ii) a positive prior period volume
adjustment included in the receipt of first revenues on one significant well
during 2004.
Average oil and gas prices increased to $52.56 per barrel and $7.04 per
Mcf in 2005 from $36.44 per barrel and $4.90 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $44,000 (16.6%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in workover expenses, (ii) an
increase in production taxes associated with the increase in oil and gas sales,
and (iii) a $6,000 increase in lease operating expense in 2005 resulting from an
increase in the Partnership's gas balancing position on several wells. As a
percentage of oil and gas sales, these expenses decreased to 17.4% in 2005 from
18.5% in 2004.
DD&A of oil and gas properties decreased $91,000 (51.6%) in 2005 as
compared to 2004. This decrease was primarily due to (i) one significant well
being fully depleted during 2004 due to its lack of remaining reserves and (ii)
the decrease in volumes of gas sold. These decreases were partially offset by
(i) an increase of $12,000 due to the depletion of additional capitalized costs
of oil and gas properties as a result of the upward revision in the estimate of
the asset retirement obligations, of which $9,000 was related to previously
fully depleted wells, (ii) an increase of $3,000 due to accretion of the
additional asset retirement obligations, and (iii) one significant well being
fully depleted during 2005 due to its lack of remaining reserves. As a
percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from
12.3% in 2004, primarily due to the dollar decrease in DD&A.
General and administrative expenses increased $6,000 (2.7%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 12.3% in 2005 from 14.8% in 2004, primarily due to the increase in oil and
gas sales.
-72-
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
II-G Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $470,000 (12.4%) in 2006 as compared to
2005. Of this decrease $498,000 was related to a decrease in the average price
of gas sold. This decrease was partially offset by an increase of $56,000
related to an increase in the average price of oil sold.
Volumes of oil sold increased 228 barrels, while volumes of gas sold
decreased 5,663 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful completion of several new wells during
late 2005 and mid 2006. This increase was partially offset by (i) a substantial
decline in production during 2006 on one significant well following its 2005
workover and (ii) normal declines in production. The well with a substantial
decline in production is not expected to return to its previous level of
production.
Average oil prices increased to $60.56 per barrel in 2006 from $52.60 per
barrel in 2005. Average gas prices decreased to $6.05 per Mcf in 2006 from $7.09
per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $159,000 (24.0%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover expenses. As of the date
of this Annual Report, management anticipates workover costs remaining at or
increasing above 2006 levels due to the increased cost to perform a workover and
the age of the Partnership's wellbores. This increase in production expenses was
partially offset by a decrease in production taxes associated with the decrease
in oil and gas sales. As a percentage of oil and gas sales, these
-73-
expenses increased to 24.7% in 2006 from 17.5% in 2005, primarily due to the
dollar increase in production expenses and the decrease in oil and gas sales.
DD&A of oil and gas properties increased $67,000 (36.9%) in 2006 as
compared to 2005. This increase was primarily due to (i) several wells being
fully depleted during 2006 due to their lack of remaining reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves. These increases were partially offset by several other wells being
fully depleted during 2005 due to their lack of remaining reserves. As a
percentage of oil and gas sales, this expense increased to 7.5% in 2006 from
4.8% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $54,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses remained relatively constant for 2006
and 2005. As a percentage of oil and gas sales, these expenses increased to
13.2% in 2006 from 11.5% in 2005, primarily due to the decrease in oil and gas
sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $72,222,371 or 194.05% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $727,000 (23.7%) in 2005 as compared to
2004. Of this increase $110,000 and $1,049,000 were related to increases in the
average prices of oil and gas
-74-
sold. These increases were partially offset by a decrease of $455,000 related to
a decrease in volumes of gas sold.
Volumes of oil sold increased 631 barrels, while volumes of gas sold
decreased 92,416 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004. This increase was partially offset by (i) normal declines in production
and (ii) positive prior period volume adjustments made by the operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal declines in production and (ii) a positive prior period volume
adjustment included in the receipt of first revenues on one significant well
during 2004.
Average oil and gas prices increased to $52.60 per barrel and $7.09 per
Mcf in 2005 from $36.47 per barrel and $4.93 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $99,000 (17.5%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in workover expenses, (ii) an
increase in production taxes associated with the increase in oil and gas sales,
and (iii) an $8,000 increase in lease operating expense in 2005 resulting from
an increase in the Partnership's gas balancing position on several wells. As a
percentage of oil and gas sales, these expenses decreased to 17.5% in 2005 from
18.4% in 2004.
DD&A of oil and gas properties decreased $213,000 (53.8%) in 2005 as
compared to 2004. This decrease was primarily due to (i) one significant well
being fully depleted during 2004 due to its lack of remaining reserves and (ii)
the decrease in volumes of gas sold. These decreases were partially offset by
(i) an increase of $27,000 due to the depletion of additional capitalized costs
of oil and gas properties as a result of the upward revision in the estimate of
the asset retirement obligations, of which $19,000 was related to previously
fully depleted wells, (ii) an increase of $6,000 due to accretion of the
additional asset retirement obligations, and (iii) one significant well being
fully depleted during 2005 due to its lack of remaining reserves. As a
percentage of oil and gas sales, this expense decreased to 4.8% in 2005 from
12.9% in 2004, primarily due to the dollar decrease in DD&A.
General and administrative expenses increased $5,000 (1.1%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 11.5% in 2005 from 14.1% in 2004, primarily due to the increase in oil and
gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable
-75-
current environment for oil and gas dispositions and will be selling all of the
Partnership's properties in the liquidation process. The Partnership will have
lower oil and gas sales and lower production expenses with the sale of these
properties.
II-H Partnership
----------------
Year Ended December 31, 2006 Compared
to Year Ended December 31, 2005
--------------------------------------
The following discussion contains amounts for the year 2005 which have
been restated to reflect the Partnership's assets held for sale as discontinued
operations. See Note 6 to the combined financial statements indexed in Item 15
hereof for more information about these discontinued operations.
Total oil and gas sales decreased $114,000 (12.4%) in 2006 as compared to
2005. Of this decrease (i) $117,000 was related to a decrease in the average
price of gas sold and (ii) $13,000 was related to a decrease in volumes of gas
sold. These decreases were partially offset by an increase of $13,000 related to
an increase in the average price of oil sold.
Volumes of oil sold increased 54 barrels, while volumes of gas sold
decreased 1,879 Mcf in 2006 as compared to 2005. The increase in volumes of oil
sold was primarily due to the successful completion of several new wells during
late 2005 and mid 2006. This increase was partially offset by (i) a substantial
decline in production during 2006 on one significant well following a 2005
workover of that well and (ii) normal declines in production. The well with a
substantial decline in production is not expected to return to its previously
high levels of production.
Average oil prices increased to $60.62 per barrel in 2006 from $52.52 per
barrel in 2005. Average gas prices decreased to $6.08 per Mcf in 2006 from $7.08
per Mcf in 2005.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $36,000 (21.8%) in 2006 as compared to 2005. This
increase was primarily due to an increase in workover expenses. As of the date
of this Annual Report, management anticipates workover costs remaining at or
increasing above 2006 levels due to the increased cost to perform a workover and
the age of the wellbores. This increase was partially offset by a decrease in
production taxes associated with the decrease in oil and gas sales. As a
percentage of oil and gas sales, these expenses increased to 24.7% in 2006 from
17.8% in 2005, primarily due to the dollar increase in production expenses and
the decrease in oil and gas sales.
-76-
DD&A of oil and gas properties increased $16,000 (38.0%) in 2006 as
compared to 2005. This increase was primarily due to (i) several wells being
fully depleted during 2006 due to their lack of remaining reserves and (ii) the
abandonment of another significant well during 2006 due to its lack of remaining
reserves. These increases were partially offset by several other wells being
fully depleted during 2005 due to their lack of remaining reserves. As a
percentage of oil and gas sales, this expense increased to 7.4% in 2006 from
4.7% in 2005, primarily due to the dollar increase in DD&A.
The Partnership recognized a non-cash charge against earnings of $7,000
during 2006. This charge was related to the decline in oil and gas prices used
to determine recoverability of oil and gas reserves at September 30, 2006. No
such charge was incurred during 2005.
General and administrative expenses increased $2,000 (1.4%) in 2006 as
compared to 2005. As a percentage of oil and gas sales, these expenses increased
to 16.3% in 2006 from 14.1% in 2005, primarily due to the decrease in oil and
gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation process. The Partnership
will have lower oil and gas sales and lower production expenses with the sale of
these properties.
The Limited Partners have received cash distributions through December 31,
2006 totaling $16,783,364 or 183.00% of Limited Partners' capital contributions.
Year Ended December 31, 2005 Compared
to Year Ended December 31, 2004
--------------------------------------
The following discussion contains amounts for the years 2005 and 2004
which have been restated to reflect the Partnership's assets held for sale as
discontinued operations. See Note 6 to the combined financial statements indexed
in Item 15 hereof for more information about these discontinued operations.
Total oil and gas sales increased $174,000 (23.3%) in 2005 as compared to
2004. Of this increase $25,000 and $253,000 were related to increases in the
average prices of oil and gas sold. These increases were partially offset by a
decrease of $109,000 related to a decrease in volumes of gas sold.
-77-
Volumes of oil sold increased 117 barrels, while volumes of gas sold
decreased 22,001 Mcf in 2005 as compared to 2004. The increase in volumes of oil
sold was primarily due to the successful completion of two new wells during late
2004. This increase was partially offset by (i) normal declines in production
and (ii) positive prior period volume adjustments made by the operators on
several wells during 2004. The decrease in volumes of gas sold was primarily due
to (i) normal declines in production and (ii) a positive prior period volume
adjustment included in the receipt of first revenues on one significant well
during 2004.
Average oil and gas prices increased to $52.52 per barrel and $7.08 per
Mcf in 2005 from $36.52 per barrel and $4.95 per Mcf in 2004.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $23,000 (16.5%) in 2005 as compared to 2004. This
increase was primarily due to (i) an increase in workover expenses, (ii) an
increase in production taxes associated with the increase in oil and gas sales,
and (iii) a $3,000 increase in lease operating expense in 2005 resulting from an
increase in the Partnership's gas balancing position on several wells. As a
percentage of oil and gas sales, these expenses decreased to 17.8% in 2005 from
18.8% in 2004.
DD&A of oil and gas properties decreased $53,000 (55.1%) in 2005 as
compared to 2004. This decrease was primarily due to (i) one significant well
being fully depleted during 2004 due to its lack of remaining reserves and (ii)
the decrease in volumes of gas sold. These decreases were partially offset by
(i) an increase of $6,000 due to the depletion of additional capitalized costs
of oil and gas properties as a result of the upward revision in the estimate of
the asset retirement obligations, of which $5,000 was related to previously
fully depleted wells, (ii) an increase of $1,000 due to accretion of the
additional asset retirement obligations, and (iii) one significant well being
fully depleted during 2005 due to its lack of remaining reserves. As a
percentage of oil and gas sales, this expense decreased to 4.7% in 2005 from
12.9% in 2004, primarily due to the dollar decrease in DD&A.
General and administrative expenses increased $6,000 (4.9%) in 2005 as
compared to 2004. As a percentage of oil and gas sales, these expenses decreased
to 14.1% in 2005 from 16.6% in 2004, primarily due to the increase in oil and
gas sales.
As further discussed in Notes 6 and 7 to the combined financial statements
indexed in Item 15 hereof, the Partnership is in the process of selling an
increased amount of the Partnership's properties as a result of the generally
favorable current environment for oil and gas dispositions and will be selling
all of the Partnership's properties in the liquidation
-78-
process. The Partnership will have lower oil and gas sales and lower production
expenses with the sale of these properties.
Average Sales Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of the annual average oil and gas
sales prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf
of gas) for 2006, 2005, and 2004. These factors comprise the change in net oil
and gas operations discussed in the "Results of Operations" section above.
[Remainder of Page Intentionally Left Blank]
-79-
2006 Compared to 2005
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2006 2005(1) % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- -----
II-A $63.19 $6.48 $53.93 $7.23 17% (10%)
II-B 64.28 6.24 53.89 7.00 19% (11%)
II-C 64.07 6.22 53.75 6.98 19% (11%)
II-D 59.63 6.05 50.84 7.13 17% (15%)
II-E 62.41 6.04 52.94 7.29 18% (17%)
II-F 60.49 6.06 52.56 7.04 15% (14%)
II-G 60.56 6.05 52.60 7.09 15% (15%)
II-H 60.62 6.08 52.52 7.08 15% (14%)
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2006 2005(1) % Change
- ------ ------------------ ------------------ --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 37,392 521,593 39,917 579,253 ( 6%) (10%)
II-B 26,629 464,235 30,421 489,345 (12%) ( 5%)
II-C 12,078 277,010 14,075 310,311 (14%) (11%)
II-D 14,674 630,550 15,976 722,142 ( 8%) (13%)
II-E 4,592 334,024 4,507 349,889 2% ( 5%)
II-F 3,349 221,303 3,222 226,924 4% ( 2%)
II-G 7,078 478,646 6,850 484,309 3% ( 1%)
II-H 1,644 116,535 1,590 118,414 3% ( 2%)
Average Production Costs
per Equivalent Barrel of Oil
--------------------------------------
P/ship 2006 2005(1) % Change
------ ------ ------- --------
II-A 11.29 10.03 13%
II-B 12.73 9.97 28%
II-C 11.38 8.83 29%
II-D 9.26 8.05 15%
II-E 11.57 8.24 40%
II-F 9.47 7.51 26%
II-G 9.47 7.57 25%
II-H 9.49 7.70 23%
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
-80-
2005 Compared to 2004
---------------------
Average Sales Prices
- --------------------------------------------------------------------------
P/ship 2005(1) 2004(1) % Change
- ------ ------------------ ------------------ -----------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ---
II-A $53.93 7.23 $37.21 $5.42 45% 33%
II-B 53.89 7.00 38.89 5.10 39% 37%
II-C 53.75 6.98 38.99 5.06 38% 38%
II-D 50.84 7.13 38.64 5.11 32% 40%
II-E 52.94 7.29 37.62 5.22 41% 40%
II-F 52.56 7.04 36.44 4.90 44% 44%
II-G 52.60 7.09 36.47 4.93 44% 44%
II-H 52.52 7.08 36.52 4.95 44% 43%
Production Volumes
- ----------------------------------------------------------------------------
P/ship 2005(1) 2004(1) % Change
- ------ ------------------ ----------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
II-A 39,917 579,253 46,952 572,607 (15%) 1%
II-B 30,421 489,345 32,490 511,944 ( 6%) ( 4%)
II-C 14,075 310,311 14,712 290,665 ( 4%) 7%
II-D 15,976 722,142 18,587 645,031 (14%) 12%
II-E 4,507 349,889 4,519 343,209 - 2%
II-F 3,222 226,924 2,938 268,980 10% (16%)
II-G 6,850 484,309 6,219 576,725 10% (16%)
II-H 1,590 118,414 1,473 140,415 8% (16%)
Average Production Costs
per Equivalent Barrel of Oil
--------------------------------------
P/ship 2005(1) 2004(1) % Change
------ ------ ------- --------
II-A 10.03 8.56 17%
II-B 9.97 8.26 21%
II-C 8.83 7.90 12%
II-D 8.05 7.75 4%
II-E 8.24 7.64 8%
II-F 7.51 5.53 36%
II-G 7.57 5.51 37%
II-H 7.70 5.66 36%
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Item 7 for more information about
these discontinued operations.
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Liquidity and Capital Resources
See discussion above under the heading "Partnership Termination" for
information regarding termination of the Partnerships as of December 31, 2007.
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 2006 production levels for future years, the Partnerships
proved reserve quantities at December 31, 2006 would have the following
remaining lives:
Discontinued Operations Continuing Operations
----------------------- ---------------------
Partnership Gas-Years Oil-Years Gas-Years Oil-Years
----------- --------- --------- --------- ---------
II-A 9.1 14.8 10.3 9.9
II-B 3.4 13.2 9.3 12.8
II-C 3.7 11.6 11.5 12.8
II-D 13.1 11.6 12.4 6.1
II-E 7.1 6.3 10.8 7.6
II-F 5.3 8.6 8.5 9.1
II-G 5.3 8.6 8.5 9.2
II-H 5.2 8.6 8.6 9.7
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. Any increase or decrease in the oil and gas prices at December 31,
2006 may cause an increase or decrease in the estimated life of said reserves.
As discussed above, the Partnerships will terminate on December 31, 2007.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments. Cash for operational purposes will be provided by
current oil and gas production. During 2006, 2005, and 2004, the Partnerships
expended no capital on oil and gas acquisition or exploration activities.
However, during those years the Partnerships expended the following amounts on
oil and gas development activities, primarily well recompletions and
developmental drilling:
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Partnership 2006 2005 2004
----------- -------- -------- --------
II-A $147,711 $133,494 $ 93,122
II-B 91,436 96,434 53,458
II-C 47,076 54,420 11,074
II-D 129,167 151,464 16,239
II-E 99,528 31,965 30,342
II-F 96,507 20,736 79,459
II-G 201,433 43,264 174,306
II-H 46,421 9,960 43,819
While these expenditures reduce or eliminate cash available for a particular
quarterly cash distribution, the General Partner believes that these activities
are necessary for the prudent operation of the properties and maximization of
their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2006, 2005,
and 2004. The sales of the Partnerships' properties were made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sales of such properties were distributed
to the Partnerships and included in the calculation of the Partnerships' cash
distributions for either the quarter the Partnerships received the proceeds or
the quarter immediately following the Partnerships' receipt of the proceeds. The
amount of such proceeds from the sales of oil and gas properties during 2006,
2005, and 2004, were as follows:
Partnership 2006 2005 2004
----------- ----------- ------- --------
II-A $ 47,161 $ - $26,393
II-B 7,244 - 32,405
II-C 3,866 - 13,888
II-D 56,884 27,451 -
II-E 2,323,217 - 8,569
II-F 4,956,897 - 22,941
II-G 10,442,093 - 48,031
II-H 2,457,826 - 11,149
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 and sale of oil and gas properties, 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
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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.
If the Partnerships were to continue past December 31, 2007, the General
Partner would expect the Partnerships' general and administrative expenses to
increase due to costs required to comply with Section 404 of the Sarbanes-Oxley
Act of 2002. Such anticipated increase would reduce cash available for
distributions. Due to the Partnerships' termination on December 31, 2007, these
expenses will not occur; however, the Partnerships will incur increased expenses
as part of their liquidation (e.g. auction fees, legal and title expenses
associated with property sales, etc.).
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
Tabular Disclosure of Contractual Obligations
The Partnerships do not have any contractual obligations of the type which
are required by the SEC to be disclosed in this Annual Report under this
heading.
Critical Accounting Policies
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' calculation of depreciation, depletion, and amortization includes
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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.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties for each oil and gas well. If the
unamortized costs, net of salvage value, of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost of the
properties is written down to fair value, which is determined by using the
discounted future cash flows from the properties. In the third quarter of 2006,
natural gas prices declined significantly. Consequently, the partnerships
incurred impairments utilizing the natural gas spot prices that existed on
September 30, 2006. The impairments related to continuing operations recognized
in the third quarter totaled approximately $13,000, $7,000, $5,000, $3,000,
$20,000, $24,000, $54,000, and $7,000 for the II-A, II-B, II-C, II-D, II-E,
II-F, II-G, and II-H Partnerships, respectively. Once incurred, an impairment of
oil and natural gas properties is not reversible.
The Deferred Charge on the Balance Sheets included in Item 8 of this
Annual Report represents costs deferred for lease operating expenses incurred in
connection with the Partnerships' underproduced gas imbalance positions.
Conversely, the Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The rates used in calculating the Deferred Charge and
Accrued Liability are the annual average production cost per Mcf.
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil and gas industry. Sales of gas applicable to the
Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a Partnership's sales of gas exceed its pro rata ownership in a well, such
sales are recorded as revenues unless total sales from the well have exceeded
the Partnership's share of estimated total gas reserves underlying the property,
at which time such excess is recorded as a liability. The rates per Mcf used to
calculate this liability are based on the average gas price for which the
Partnerships are currently settling similar liabilities. These amounts were
recorded as gas imbalance payables in accordance with the sales method. These
gas imbalance payables will be settled by either gas production by the
underproduced party in excess of current estimates of total gas reserves for the
well or by a negotiated or contractual payment to the underproduced party.
-85-
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 Pronouncement
In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements"
(FAS No. 157). FAS No. 157 establishes a common definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for measuring fair value, and expands the disclosure about such fair value
measurements. FAS No. 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships are currently assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. Inflationary pressure on drilling and
operating costs have impacted the operating costs and drilling costs incurred by
the Partnerships. This pressure is expected to continue if commodity prices
remain at their current levels. Oil and gas prices have fluctuated during recent
years and generally have not followed the same pattern as inflation. See "Item
2. Properties-Oil and Gas Production, Revenue, and Price History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
The value of net assets in liquidation of the Partnerships is
substantially dependent on prices of crude oil, natural gas, and natural gas
liquids. Declines in commodity prices will adversely affect the amount of cash
that will be received from the sale of oil and gas and from the sale of the
Partnerships' oil and gas properties in liquidation, and thus ultimately affect
the amount of cash that will be available for distribution to the partners. The
following table presents the estimated change in value presuming a decrease of
10% in forecasted natural gas and
-86-
crude oil prices. These estimated decreases in liquidation values are in
comparison to the estimated liquidation value calculated using strip pricing for
the unaudited pro-forma combined balance sheets at December 31, 2006 presented
in Note 7 to the combined financial statements indexed in Item 15 hereof.
General Limited
Partnership Partner Partners Total
- ----------- -------- ---------- ----------
II-A $269,000 $2,417,000 $2,686,000
II-B 195,000 1,757,000 1,952,000
II-C 103,000 931,000 1,034,000
II-D 208,000 1,874,000 2,082,000
II-E 94,000 846,000 940,000
II-F 108,000 969,000 1,077,000
II-G 229,000 2,058,000 2,287,000
II-H 54,000 488,000 542,000
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof. Such financial statements and supplementary data are audited and
presented on a going concern basis. Since termination of the Partnerships is now
imminent, the General Partner has prepared unaudited pro forma combined balance
sheets which are presented on a liquidation basis. These unaudited liquidation
basis pro forma combined balance sheets are included in Note 7 to the financial
statements 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
-87-
specified in the Securities and Exchange Commission rules and forms. This
evaluation did not result in any changes in the Partnerships' internal control
over financial reporting that materially affected, or were reasonably likely to
materially affect, the Partnerships' internal control over financial reporting.
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 2006 but which was not so
reported.
PART III.
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS OF THE GENERAL PARTNER, AND CORPORATE
GOVERNANCE
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with General Partner
---------------- --- --------------------------------
Dennis R. Neill 55 President and Director
Judy K. Fox 56 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.
-88-
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2006 of reports required under Section 16 of the Securities Exchange Act
of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
serves as the audit committee. The board of directors of the General Partner
consists of one person who is not an audit committee financial expert, as
defined in the SEC regulations.
Compensation Committee Interlocks and Insider Participation
As described above and in "Item 11. Executive Compensation" below, the
Partnerships have no directors or executive officers. The General Partner is
compensated by way of reimbursement of actual general and administrative and
operating costs incurred and attributable to the Partnerships. Such
reimbursements are governed by the terms of the Partnerships' partnership
agreements. No directors or executive officers of the General Partner receive
compensation directly from the Partnerships. Accordingly, the Partnerships do
not maintain a compensation committee.
Compensation Committee Report
As described above, the Partnerships do not have a compensation committee
or any board performing equivalent functions. The board of directors of the
General Partner has not reviewed and discussed the Compensation Discussion and
Analysis with management of the General Partner and does not believe that such
Compensation Discussion and Analysis should be included in this Annual Report on
Form 10-K. The board of directors of the General Partner consists of Mr. Dennis
R. Neill.
-89-
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 2nd Street,
Tulsa, OK 74103. Such request must include the address to which the Code of
Ethics should be mailed.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership during 2006, 2005, and 2004, is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amounts charged to the
Partnerships have not fluctuated due to expense limitations imposed by the
Partnership Agreements.
Partnership 2006 2005 2004
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and
-90-
expenses attributable to time devoted by such individuals to the Partnerships'
activities based on the allocation method described above. The following tables
indicate the approximate amount of general and administrative expense
reimbursement attributable to the salaries of the directors, officers, and
employees of the General Partner and its affiliates during 2006, 2005, and 2004:
[Remainder of Page Intentionally Left Blank]
-91-
Salary Reimbursements
II-A Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
----------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $296,458 - - - - - -
2005 $304,212 - - - - - -
2006 $312,463 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-A Partnership and no individual's salary or other
compensation reimbursement from the II-A Partnership equals or exceeds
$100,000 per annum.
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Salary Reimbursements
II-B Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
------------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $221,431 - - - - - -
2005 $227,222 - - - - - -
2006 $233,385 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-B Partnership and no individual's salary or other
compensation reimbursement from the II-B Partnership equals or exceeds
$100,000 per annum.
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Salary Reimbursements
II-C Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $94,651 - - - - - -
2005 $97,126 - - - - - -
2006 $99,761 - - - - - -
----------
(1) The general and administrative expenses paid by the II-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-C Partnership and no individual's salary or other
compensation reimbursement from the II-C Partnership equals or exceeds
$100,000 per annum.
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Salary Reimbursements
II-D Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $192,756 - - - - - -
2005 $197,797 - - - - - -
2006 $203,162 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-D Partnership and no individual's salary or other
compensation reimbursement from the II-D Partnership equals or exceeds
$100,000 per annum.
-95-
Salary Reimbursements
II-E Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------ ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $140,074 - - - - - -
2005 $143,738 - - - - - -
2006 $147,637 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-E Partnership and no individual's salary or other
compensation reimbursement from the II-E Partnership equals or exceeds
$100,000 per annum.
-96-
Salary Reimbursements
II-F Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $104,923 - - - - - -
2005 $107,667 - - - - - -
2006 $110,588 - - - - - -
----------
(1) The general and administrative expenses paid by the II-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-F Partnership and no individual's salary or other
compensation reimbursement from the II-F Partnership equals or exceeds
$100,000 per annum.
-97-
Salary Reimbursements
II-G Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
----------------------------- ---------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $227,837 - - - - - -
2005 $233,796 - - - - - -
2006 $240,138 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-G Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-G Partnership and no individual's salary or other
compensation reimbursement from the II-G Partnership equals or exceeds
$100,000 per annum.
-98-
Salary Reimbursements
II-H Partnership
----------------
Three Years Ended December 31, 2006
Long Term Compensation
-------------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- ---------------- ---- -------- ----- ------- ---------- -------- ------- -------
<s> <c> <c> <c> <c> <c> <c> <c> <c>
Dennis R. Neill,
President(1) 2004 - - - - - - -
2005 - - - - - - -
2006 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2004 $56,143 - - - - - -
2005 $57,611 - - - - - -
2006 $59,174 - - - - - -
- ----------
(1) The general and administrative expenses paid by the II-H Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the II-H Partnership and no individual's salary or other
compensation reimbursement from the II-H Partnership equals or exceeds
$100,000 per annum.
-99-
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
during the year ended December 31, 2006 is approximately as set forth on the
table below:
Partnership Amount
----------- -------
II-A $55,000
II-B 53,000
II-C 25,000
II-D 30,000
II-E 34,000
II-F 28,000
II-G 62,000
II-H 16,000
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.
-100-
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ -----------------
II-A Partnership:
- ----------------
Samson Resources Company 159,064 (32.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 159,064 (32.8%)
II-B Partnership:
- ----------------
Samson Resources Company 114,604 (31.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 114,604 (31.7%)
II-C Partnership:
- ----------------
Samson Resources Company 55,814 (36.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 55,814 (36.1%)
II-D Partnership:
- ----------------
Samson Resources Company 104,500 (33.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 104,500 (33.2%)
-101-
II-E Partnership:
- ----------------
Samson Resources Company 79,588 (34.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 79,588 (34.8%)
II-F Partnership:
- ----------------
Samson Resources Company 49,105 (28.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 49,105 (28.7%)
II-G Partnership:
- ----------------
Samson Resources Company 89,977 (24.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 89,977 (24.2%)
II-H Partnership:
- ----------------
Samson Resources Company 29,218 (31.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 29,218 (31.9%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
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.
-102-
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnership who
provide services to the Partnership have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
The Partnerships will terminate as of December 31, 2007. As part of the
liquidation and winding-up process the General Partner will liquidate the
Partnerships' properties by offering them to all interested parties through
normal oil and gas property auction processes as well as appropriate negotiated
transactions. It is possible that the General Partner will package some
properties which have value with properties that have no or low value or are
burdened with actual or potential liabilities. The General Partner intends to
sell all such property packages and any associated or otherwise remaining
Partnership assets and liabilities to the highest bidder at auction. It is
possible that affiliates of the General Partner may participate in any public
auction of these properties and may be the successful high bidder on some or all
of the properties.
-103-
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2006 and 2005, each Partnership incurred the following audit fees:
2006 2005
------- -------
Year-end audit per
engagement letter $26,418 $23,716
1st quarter 10-Q review 1,020 925
2nd quarter 10-Q review 1,020 917
3rd quarter 10-Q review 1,020 917
8-K Reviews(1) 4,525 -
(1) This fee relates to II-E, II-F, II-G and II-H only.
Audit-Related Fees
During 2006 and 2005 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 2006 and 2005 the Partnerships did not pay any tax compliance, tax
advice, or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.
All Other Fees
During 2006 and 2005 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.
-104-
Audit and Related Fees paid by Affiliates
The Partnerships' independent registered public accountants received
compensation from other limited partnerships managed by the General Partner and
from other entities affiliated with the General Partner. This compensation is
for audit services, tax related services, and other accounting-related services.
The General Partner does not believe this arrangement creates a conflict of
interest or impairs the independent registered public accountants' independence.
PART IV.
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership II-A
Geodyne Production Partnership II-A
Geodyne Energy Income Limited Partnership II-B
Geodyne Production Partnership II-B
Geodyne Energy Income Limited Partnership II-C
Geodyne Production Partnership II-C
Geodyne Energy Income Limited Partnership II-D
Geodyne Production Partnership II-D
Geodyne Energy Income Limited Partnership II-E
Geodyne Production Partnership II-E
Geodyne Energy Income Limited Partnership II-F
Geodyne Production Partnership II-F
Geodyne Energy Income Limited Partnership II-G
Geodyne Production Partnership II-G
Geodyne Energy Income Limited Partnership II-H
Geodyne Production Partnership II-H
as of December 31, 2006 and 2005 and for each of the three years in
the period ended December 31, 2006 are filed as part of this report:
Report of Independent Registered Public Accounting Firm
Combined Balance Sheets
Combined Statements of Operations
Combined Statements of Changes in
Partners' Capital (Deficit)
Combined Statements of Cash Flows
Notes to Combined Financial Statements
-105-
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
---- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987
for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.1 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.2 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004
and is hereby incorporated by reference.
-106-
4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-A filed as Exhibit 4.7 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on
Form 10-K for period ended December 31, 2003, filed with the SEC on
March 19, 2004 and is hereby incorporated by reference.
4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated October 27, 2005 for Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.12 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.9 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.14 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on
Form 10-K405 for
-107-
period ended December 31, 2001, filed with the SEC on February 26, 2002
and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.19 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne
-108-
Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
4.24 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-B dated
October 27, 2005 filed as Exhibit 4.24 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.17 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
-109-
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.31 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.32 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-C dated
October 27, 2005, filed as Exhibit 4.36 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405
-110-
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.40 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.43 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
-111-
4.45 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March
19, 2004 and is hereby incorporated by reference.
4.48 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-D dated
October 27, 2005 filed as Exhibit 4.48 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.49 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December 31,
-112-
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-E
dated October 27, 2005 filed as Exhibit 4.56 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on
Form 10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne
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Energy Income Limited Partnership II-E filed as Exhibit 4.51 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
4.61 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-E filed as Exhibit 4.61 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March
29, 2006 and is hereby incorporated by reference.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.42 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.64 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
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4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005 for the Geodyne Energy Income Limited
Partnership II-F filed as Exhibit 4.70 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-F, filed
as Exhibit 4.49 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed
as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.74 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005 for the Geodyne Energy Income Limited Partnership II-F filed as
Exhibit 4.74 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.50 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
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4.76 Certificate of Limited Partnership dated April 10, 1989, for the
Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.51
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.77 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference..
4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005 for the Geodyne Energy Income Limited
Partnership II-G filed as Exhibit 4.83 to Annual Report on Form 10-K
for period ended December 31,
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2005, filed with the SEC on March 29, 2006 and is hereby incorporated
by reference.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-G, filed
as Exhibit 4.58 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November
14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed
as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.87 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005, for the Geodyne Energy Income Limited Partnership II-G filed as
Exhibit 4.87 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.91 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to
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Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K
for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005, for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.96 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.97 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership II-H, filed
as Exhibit 4.67 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
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4.99 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed
as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.100 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.100 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-A filed as Exhibit 10.5 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-A, filed as Exhibit 10.6 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form
10-K405 for period ended December 31, 2001,
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filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-B filed as Exhibit 10.10 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.12 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-B, filed as Exhibit 10.12 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed
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as Exhibit 10.12 to Annual Report on Form 10-K405 for period ended
December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-C filed as Exhibit 10.15 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.18 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-C, filed as Exhibit 10.18 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-D filed as Exhibit 10.20 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.24 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-D, filed as Exhibit 10.24 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
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10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-E filed as Exhibit 10.25 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.30 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-E, filed as Exhibit 10.30 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as Exhibit 10.23 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
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10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-F filed as Exhibit 10.30 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.36 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-F, filed as Exhibit 10.36 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-G filed as Exhibit 10.35 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.42 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-G, filed as Exhibit 10.42 to Annual Report on Form 10-K for period
ended December 31,
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2005, filed with the SEC on March 29, 2006 and is hereby incorporated
by reference.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003
for the Geodyne Production Partnership II-H filed as Exhibit 10.40 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
10.48 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Energy Income Production Partnership
II-H, filed as Exhibit 10.48 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-E.
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*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
-125-
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-F.
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-H.
-126-
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
-127-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-A
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-B
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-C
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-D
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-E
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-F
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-G
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP II-H
By: GEODYNE RESOURCES, INC.
General Partner
April 16, 2007
By: //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities (with respect to the registrant's general partner, Geodyne
Resources, Inc.) on the dates indicated.
By: //s//Dennis R. Neill President and April 16, 2007
-------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting April 16, 2007
-------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox
-------------------- Secretary April 16, 2007
Judy K. Fox
-128-
ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma
limited partnership, and Geodyne Production Partnership II-A, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,537,147 $2,121,512
Accounts receivable:
Oil and gas sales 962,804 1,539,562
Assets held for sale (Note 6) 658,156 -
--------- ---------
Total current assets $3,158,107 $3,661,074
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,928,699 2,469,366
DEFERRED CHARGE 548,671 601,624
--------- ---------
$5,635,477 $6,732,064
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 376,866 $ 347,424
Gas imbalance payable 95,852 96,957
Asset retirement obligation
current (Note 1) 14,586 41,485
Asset retirement obligation -
held for sale (Note 6) 222,378 -
Liabilities - held for sale
(Note 6) 114,978 -
--------- ---------
Total current liabilities $ 824,660 $ 485,866
LONG-TERM LIABILITIES:
Accrued liability $ 149,173 $ 155,405
Asset retirement obligation (Note 1) 655,276 863,302
--------- ---------
Total long-term liabilities $ 804,449 $1,018,707
F-2
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 205,056) ($ 132,231)
Limited Partners, issued and
outstanding, 484,283 Units 4,211,424 5,359,722
--------- ---------
Total Partners' capital $4,006,368 $5,227,491
--------- ---------
$5,635,477 $6,732,064
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $5,744,792 $6,337,946 $4,850,061
Interest income 64,206 31,829 10,049
Gain on sale of oil and
gas properties - - 27,282
Other income 833 - 328
--------- --------- ---------
$5,809,831 $6,369,775 $4,887,720
COSTS AND EXPENSES:
Lease operating $1,092,195 $ 989,940 $ 932,480
Production tax 310,878 379,309 286,097
Depreciation, depletion,
and amortization of oil
and gas properties 239,132 341,667 192,745
Impairment provision 13,240 - -
General and administrative 557,822 561,287 556,269
--------- --------- ---------
$2,213,267 $2,272,203 $1,967,591
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS: $3,596,564 $4,097,572 $2,920,129
DISCONTINUED OPERATIONS:
Income from discontinued
Operations (Note 6) 929,802 999,918 746,569
Gain on disposal of
discontinued operations
(Note 6) 56,980 - -
--------- --------- ---------
NET INCOME $4,583,346 $5,097,490 $3,666,698
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 375,949 $ 437,324 $ 305,870
Net income from
discontinued operations 100,695 105,382 76,785
--------- --------- ---------
NET INCOME $ 476,644 $ 542,706 $ 382,655
========= ========= =========
F-4
LIMITED PARTNERS:
Net income from
continuing operations $3,220,615 $3,660,248 $2,614,259
Net income from
discontinued operations 886,087 894,536 669,784
--------- --------- ---------
NET INCOME $4,106,702 $4,554,784 $3,284,043
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 6.65 $ 7.56 $ 5.40
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 1.83 1.85 1.38
--------- ---------- ----------
NET INCOME PER UNIT $ 8.48 $ 9.41 $ 6.78
========= ========= =========
UNITS OUTSTANDING 484,283 484,283 484,283
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-5
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $4,436,895 ($232,071) $4,204,824
Net income 3,284,043 382,655 3,666,698
Cash distributions ( 3,088,000) ( 352,170) ( 3,440,170)
--------- ------- ---------
Balance, Dec. 31, 2004 $4,632,938 ($201,586) $4,431,352
Net income 4,554,784 542,706 5,097,490
Cash distributions ( 3,828,000) ( 473,351) ( 4,301,351)
--------- ------- ---------
Balance, Dec. 31, 2005 $5,359,722 ($132,231) $5,227,491
Net income 4,106,702 476,644 4,583,346
Cash distributions ( 5,255,000) ( 549,469) ( 5,804,469)
--------- ------- ---------
Balance, Dec. 31, 2006 $4,211,424 ($205,056) $4,006,368
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-6
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $4,583,346 $5,097,490 $3,666,698
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 258,356 401,555 216,390
Impairment provision 16,429 - -
Gain on sale of oil and
gas properties - - ( 27,282)
Gain on disposal of
discontinued operations
(Note 6) ( 56,980) - -
Settlement of asset
retirement obligation ( 31,311) ( 188) ( 14)
(Increase) decrease in
accounts receivable -
oil and gas sales 362,037 ( 534,858) ( 243,088)
Decrease in deferred
charge 51,694 23,684 24,792
Increase in accounts
payable 79,038 48,524 24,563
Decrease in accrued
liability - other - ( 26,672) -
Increase (decrease) in
gas imbalance payable 2,024 ( 11,679) 17,173
Decrease in accrued
liability ( 2,813) ( 23,901) ( 28,289)
--------- --------- ---------
Net cash provided by
operating activities $5,261,820 $4,973,955 $3,650,943
--------- --------- ---------
F-7
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 88,877) ($ 135,847) ($ 81,909)
Proceeds from sale of
oil and gas properties - 27,282 -
Proceeds from disposal of
discontinued operations
(Note 6) 47,161 - -
--------- --------- ---------
Net cash used by
investing activities ($ 41,716) ($ 108,565) ($ 81,909)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($5,804,469) ($4,301,351) ($3,440,170)
--------- --------- ---------
Net cash used by financing
activities ($5,804,469) ($4,301,351) ($3,440,170)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 584,365) $ 564,039 $ 128,864
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD $2,121,512 1,557,473 1,428,609
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,537,147 $2,121,512 $1,557,473
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-8
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma
limited partnership, and Geodyne Production Partnership II-B, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,068,383 $1,604,547
Accounts receivable:
Oil and gas sales 782,744 1,127,488
Assets held for sale (Note 6) 212,715 -
--------- ----------
Total current assets $2,063,842 $2,732,035
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,340,904 1,544,218
DEFERRED CHARGE 250,829 271,456
--------- ---------
$3,655,575 $4,547,709
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 310,958 $ 229,602
Gas imbalance payable 25,724 35,564
Asset retirement obligation -
current (Note 1) 15,504 11,476
Asset retirement obligation -
held for sale (Note 6) 147,559 -
Liabilities - held for sale
(Note 6) 86,399 -
--------- ---------
Total current liabilities $ 586,144 $ 276,642
LONG-TERM LIABILITIES:
Accrued liability $ 83,970 $ 72,442
Asset retirement obligation (Note 1) 238,460 372,410
--------- ---------
Total long-term liabilities $ 322,430 $ 444,852
F-10
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 241,863) ($ 178,888)
Limited Partners, issued and
outstanding, 361,719 Units 2,988,864 4,005,103
--------- ---------
Total Partners' capital $2,747,001 $3,826,215
--------- ---------
$3,655,575 $4,547,709
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-11
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $4,606,830 $5,065,766 $3,875,641
Interest income 44,379 21,723 6,980
Gain on sale of oil
and gas properties - - 32,405
Other income - - 1,353
--------- --------- ---------
$4,651,209 $5,087,489 $3,916,379
COSTS AND EXPENSES:
Lease operating $1,086,715 $ 804,304 $ 732,274
Production tax 237,587 312,174 240,478
Depreciation, depletion,
and amortization of oil
and gas properties 178,720 285,076 149,062
Impairment provision 6,569 - -
General and administrative 423,781 427,005 421,360
--------- --------- ---------
$1,933,372 $1,828,559 $1,543,174
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $2,717,837 $3,258,930 $2,373,205
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 412,438 454,985 337,209
Gain on disposal of
discontinued operations
(Note 6) 7,332 - -
--------- --------- ---------
NET INCOME $3,137,607 $3,713,915 $2,710,414
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 284,022 $ 349,378 $ 246,999
Net income from
discontinued operations 42,824 48,300 34,207
--------- --------- ---------
NET INCOME $ 326,846 $ 397,678 $ 281,206
========= ========= =========
F-12
LIMITED PARTNERS:
Net income from
continuing operations $2,433,815 $2,909,552 $2,126,206
Net income from
discontinued operations 376,946 406,685 303,002
--------- --------- ---------
NET INCOME $2,810,761 $3,316,237 $2,429,208
========= ========== =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 6.73 $ 8.04 $ 5.88
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 1.04 1.12 .84
--------- --------- ---------
NET INCOME PER UNIT $ 7.77 $ 9.16 $ 6.72
========= ========= =========
UNITS OUTSTANDING 361,719 361,719 361,719
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $3,203,658 ($254,807) $2,948,851
Net income 2,429,208 281,206 2,710,414
Cash distributions ( 2,222,000) ( 259,227) ( 2,481,227)
--------- ------- ---------
Balance, Dec. 31, 2004 $3,410,866 ($232,828) $3,178,038
Net income 3,316,237 397,678 3,713,915
Cash distributions ( 2,722,000) ( 343,738) ( 3,065,738)
--------- ------- ---------
Balance, Dec. 31, 2005 $4,005,103 ($178,888) $3,826,215
Net income 2,810,761 326,846 3,137,607
Cash distributions ( 3,827,000) ($389,821) ($4,216,821)
--------- ------- ---------
Balance, Dec. 31, 2006 $2,988,864 ($241,863) $2,747,001
========= ======= =========
The accompanying notes are an integral part of these combined
financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,137,607 $3,713,915 $2,710,414
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 187,660 316,205 154,459
Impairment provision 7,044 - -
Gain on sale of
oil and gas properties - - ( 32,405)
Gain on disposal of
discontinued operations
(Note 6) ( 7,332) - -
Settlement of asset
retirement obligation - ( 58) ( 3)
(Increase) decrease in
accounts receivable 250,044 ( 377,022) ( 203,829)
(Increase) decrease in
deferred charge 20,383 ( 18,688) ( 14,633)
Increase in accounts
payable 85,409 2,816 68,305
Increase (decrease) in
gas imbalance payable 3,042 ( 3,963) ( 7,749)
Increase (decrease) in
accrued liability 18,913 29,843 ( 6,174)
--------- --------- ---------
Net cash provided by
operating activities $3,702,770 $3,663,048 $2,668,385
--------- --------- ---------
F-15
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 29,357) ($ 104,225) ($ 41,891)
Proceeds from sale of
oil and gas properties - 32,405 -
Proceeds from disposal of
discontinued operations
(Note 6) 7,244 - -
--------- --------- ---------
Net cash used by investing
activities ($ 22,113) ($ 71,820) ($ 41,891)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,216,821) ($3,065,738) ($2,481,227)
--------- --------- ---------
Net cash used by financing
activities ($4,216,821) ($3,065,738) ($2,481,227)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 536,164) $ 525,490 $ 145,267
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,604,547 1,079,057 933,790
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,068,383 $1,604,547 $1,079,057
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-16
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma
limited partnership, and Geodyne Production Partnership II-C, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-17
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 506,167 $ 812,768
Accounts receivable:
Oil and gas sales 424,972 643,141
Assets held for sale (Note 6) 19,532 -
--------- ---------
Total current assets $ 950,671 $1,455,909
NET OIL AND GAS PROPERTIES,
utilizing the successful efforts
method 669,082 728,242
DEFERRED CHARGE 140,129 155,926
--------- ---------
$1,759,882 $2,340,077
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 145,261 $ 127,265
Gas imbalance payable 14,075 13,454
Asset retirement obligation -
current (Note 1) 15,441 9,569
Asset retirement obligation -
held for sale 4,024 -
Liabilities - held for sale
(Note 6) 8,382 -
--------- ---------
Total current liabilities $ 187,183 $ 150,288
LONG-TERM LIABILITIES:
Accrued liability $ 43,318 $ 44,603
Asset retirement obligation (Note 1) 124,728 131,222
--------- ---------
Total long-term liabilities $ 168,046 $ 175,825
F-18
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 94,429) ($ 57,416)
Limited Partners, issued and
outstanding, 154,621 Units 1,499,082 2,071,380
--------- ---------
Total Partners' capital $1,404,653 $2,013,964
--------- ---------
$1,759,882 $2,340,077
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,496,012 $2,921,343 $2,044,105
Interest income 21,698 10,553 3,246
Gain on sale of oil
and gas properties - - 13,888
Other income - - 201
--------- --------- ---------
$2,517,710 $2,931,896 $2,061,440
COSTS AND EXPENSES:
Lease operating $ 522,502 $ 387,578 $ 367,169
Production tax 140,386 193,454 131,967
Depreciation, depletion,
and amortization of oil
and gas properties 99,119 117,995 69,282
Impairment provision 5,336 - -
General and administrative 197,315 200,129 193,431
--------- --------- ---------
$ 964,658 $ 899,156 $ 761,849
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $1,553,052 $2,032,740 $1,299,591
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 54,925 75,375 48,739
Gain on disposal of
discontinued operations
(Note 6) 3,105 - -
--------- --------- ---------
NET INCOME $1,611,082 $2,108,115 $1,348,330
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 162,536 $ 212,839 $ 134,602
Net income from
discontinued operations 5,844 7,997 5,008
--------- --------- ---------
NET INCOME $ 168,380 $ 220,836 $ 139,610
========= ========= =========
F-20
LIMITED PARTNERS:
Net income from
continuing operations $1,390,516 $1,819,901 $1,164,989
Net income from
discontinued operations 52,186 67,378 43,731
--------- --------- ---------
NET INCOME $1,442,702 $1,887,279 $1,208,720
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 8.99 $ 11.77 $ 7.53
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT .34 .44 .28
--------- --------- ---------
NET INCOME PER UNIT $ 9.33 $ 12.21 $ 7.81
========= ========= =========
UNITS OUTSTANDING 154,621 154,621 154,621
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $1,549,381 ($106,418) $1,442,963
Net income 1,208,720 139,610 1,348,330
Cash distributions ( 1,146,000) ( 129,864) ( 1,275,864)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,612,101 ($ 96,672) $1,515,429
Net income 1,887,279 220,836 2,108,115
Cash distributions ( 1,428,000) ( 181,580) ( 1,609,580)
--------- ------- ---------
Balance, Dec. 31, 2005 $2,071,380 ($ 57,416) $2,013,964
Net income 1,442,702 168,380 1,611,082
Cash distributions ( 2,015,000) ( 205,393) ( 2,220,393)
--------- ------- ---------
Balance, Dec. 31, 2006 $1,499,082 ($ 94,429) $1,404,653
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,611,082 $2,108,115 $1,348,330
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 99,570 123,106 70,771
Impairment provision 5,336 - -
Gain on sale of oil
and gas properties - - ( 13,888)
Gain on disposal of
discontinued operations
(Note 6) ( 3,105) - -
Settlement of asset
retirement obligation ( 1,256) ( 40) ( 145)
Increase (decrease) in
accounts receivable -
oil and gas sales 203,944 ( 277,642) ( 97,713)
(Increase) decrease in
deferred charge 15,717 ( 34,395) 1,713
Increase (decrease) in
accounts payable ( 3,414) 38,365 17,570
Increase (decrease) in
gas imbalance payable 621 ( 8,586) ( 3,912)
Increase (decrease) in
accrued liability 1,484 10,280 ( 1,111)
--------- --------- ---------
Net cash provided by
operating activities $1,929,979 $1,959,203 $1,321,615
--------- --------- ---------
F-23
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 20,053) ($ 56,804) ($ 7,250)
Proceeds from sale of
oil and gas properties - 13,888 -
Proceeds from disposal of
discontinued operations
(Note 6) 3,866 - -
--------- --------- ---------
Net cash used by
investing activities ($ 16,187) ($ 42,916) ($ 7,250)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,220,393) ($1,609,580) ($1,275,864)
--------- --------- ---------
Net cash used by financing
activities ($2,220,393) ($1,609,580) ($1,275,864)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 306,601) $ 306,707 $ 38,501
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 812,768 506,061 467,560
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 506,167 $ 812,768 $ 506,061
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-24
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma
limited partnership, and Geodyne Production Partnership II-D, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,059,020 $1,661,561
Accounts receivable:
Oil and gas sales 940,580 1,544,131
Assets held for sale (Note 6) 136,570 -
--------- ---------
Total current assets $2,136,170 $3,205,692
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,307,978 1,559,585
DEFERRED CHARGE 352,148 371,875
--------- ---------
$3,796,296 $5,137,152
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 182,835 $ 181,287
Gas imbalance payable 20,235 17,598
Asset retirement obligation -
current (Note 1) 69,738 45,216
Asset retirement obligation -
held for sale 37,822 -
Liabilities - held for sale
(Note 6) 16,084 -
--------- ---------
Total current liabilities $ 326,714 $ 244,101
LONG-TERM LIABILITIES:
Accrued liability $ 121,205 $ 102,928
Asset retirement obligation (Note 1) 353,690 403,397
--------- ---------
Total long-term liabilities $ 474,895 $ 506,325
F-26
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 148,835) ($ 65,352)
Limited Partners, issued and
outstanding, 314,878 Units 3,143,522 4,452,078
--------- ---------
Total Partners' capital $2,994,687 $4,386,726
--------- ---------
$3,796,296 $5,137,152
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $4,691,453 $5,959,258 $4,017,492
Interest income 45,265 20,757 6,614
Other income - 8,411 -
--------- --------- ---------
$4,736,718 $5,988,426 $4,024,106
COSTS AND EXPENSES:
Lease operating $ 819,573 $ 686,517 $ 726,452
Production tax 289,687 410,871 251,063
Depreciation, depletion,
and amortization of oil
and gas properties 337,492 206,819 162,753
Impairment provision 3,250 - -
General and administrative 372,615 375,678 369,797
--------- --------- ---------
$1,822,617 $1,679,885 $1,510,065
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $2,914,101 $4,308,541 $2,514,041
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 283,595 296,378 179,205
Gain on disposal of
discontinued operations
(Note 6) 48,791 - -
--------- --------- ---------
NET INCOME $3,246,487 $4,604,919 $2,693,246
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 317,550 $ 447,392 $ 265,391
Net income from
discontinued operations 33,493 32,517 18,869
--------- --------- ---------
NET INCOME $ 351,043 $ 479,909 $ 284,260
========= ========= =========
F-28
LIMITED PARTNERS:
Net income from
continuing operations $2,596,551 $3,861,149 $2,248,650
Net income from
discontinued operations 298,893 263,861 160,336
--------- --------- ---------
NET INCOME $2,895,444 $4,125,010 $2,408,986
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 8.25 $ 12.26 $ 7.14
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT .95 .84 .51
--------- --------- ---------
NET INCOME PER UNIT $ 9.20 $ 13.10 $ 7.65
========= ========= =========
UNITS OUTSTANDING 314,878 314,878 314,878
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-29
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $3,055,082 ($190,287) $2,864,795
Net income 2,408,986 284,260 2,693,246
Cash distributions ( 2,314,000) ( 268,311) ( 2,582,311)
--------- ------- ---------
Balance, Dec. 31, 2004 $3,150,068 ($174,338) $2,975,730
Net income 4,125,010 479,909 4,604,919
Cash distributions ( 2,823,000) ( 370,923) ( 3,193,923)
--------- ------- ---------
Balance, Dec. 31, 2005 $4,452,078 ($ 65,352) $4,386,726
Net income 2,895,444 351,043 3,246,487
Cash distributions ( 4,204,000) ( 434,526) ( 4,638,526)
--------- ------- ---------
Balance, Dec. 31, 2006 $3,143,522 ($148,835) $2,994,687
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-30
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,246,487 $4,604,919 $2,693,246
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 340,315 238,808 173,296
Impairment provision 3,250 - -
Gain on disposal of
discontinued operations
(Note 6) ( 48,791) - -
Settlement of asset
retirement obligation ( 1,433) - ( 1,448)
(Increase) decrease in
accounts receivable -
oil and gas sales 511,171 ( 790,039) ( 194,913)
(Increase) decrease in
deferred charge 18,723 ( 26,546) 7,063
Increase (decrease) in
accounts payable ( 5,084) 25,071 ( 10,632)
Increase (decrease) in
gas imbalance payable 2,637 ( 4,998) ( 21,102)
Increase (decrease) in
accrued liability 18,277 ( 6,421) 10,719
--------- --------- ---------
Net cash provided by
operating activities $4,085,552 $4,040,794 $2,656,229
--------- --------- ---------
F-31
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 106,451) ($ 180,012) ($ 15,322)
Proceeds from sale of
oil and gas properties - 27,451 -
Proceeds from disposal of
discontinued operations
(Note 6) 56,884 - -
--------- --------- ---------
Net cash used by
investing activities ($ 49,567) ($ 152,561) ($ 15,322)
--------- ---------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,638,526) ($3,193,923) ($2,582,311)
--------- --------- ---------
Net cash used by financing
activities ($4,638,526) ($3,193,923) ($2,582,311)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 602,541) $ 694,310 $ 58,596
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,661,561 967,251 908,655
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,059,020 $1,661,561 $ 967,251
========= ========== =========
The accompanying notes are an integral
part of these combined financial statements.
F-32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma
limited partnership, and Geodyne Production Partnership II-E, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 883,202 $1,290,961
Accounts receivable:
Oil and gas sales 349,933 822,197
Assets held for sale (Note 6) 261,831 -
--------- ---------
Total current assets $1,494,966 $2,113,158
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 877,543 1,209,059
DEFERRED CHARGE 203,568 209,941
--------- ---------
$2,576,077 $3,532,158
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 138,447 $ 128,602
Accounts payable-related
party (Note 2) 647 -
Gas imbalance payable 43,424 43,424
Asset retirement obligation -
current (Note 1) 26,503 6,501
Asset retirement obligation -
held for sale 31,833 -
Liabilities - held for sale
(Note 6) 43,055 -
--------- ---------
Total current liabilities $ 283,909 $ 178,527
LONG-TERM LIABILITIES:
Accrued liability $ 69,257 $ 25,448
Asset retirement obligation(Note 1) 112,948 230,556
--------- ---------
Total long-term liabilities $ 182,205 $ 256,004
F-34
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 95,977) ($ 67,016)
Limited Partners, issued and
outstanding, 228,821 Units 2,205,940 3,164,643
--------- ---------
Total Partners' capital $2,109,963 $3,097,627
--------- ---------
$2,576,077 $3,532,158
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-35
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,305,708 $2,789,818 $1,959,871
Interest income 33,070 13,967 4,783
Gain on sale of oil
and gas properties 11 193 9,419
Other income 7,503 5,177 1,920
--------- --------- ---------
$2,346,292 $2,809,155 $1,975,993
COSTS AND EXPENSES:
Lease operating $ 544,265 $ 323,976 $ 332,354
Production tax 152,758 193,884 139,245
Depreciation, depletion,
and amortization of oil
and gas properties 111,418 109,257 80,642
Impairment provision 20,278 - -
General and administrative 282,979 281,418 276,031
--------- --------- ---------
$1,111,698 $ 908,535 $ 828,272
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $1,234,594 $1,900,620 $1,147,721
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 892,269 798,606 496,113
Gain on disposal of
discontinued operations
(Note 6) 2,260,042 - -
--------- --------- ---------
NET INCOME $4,386,905 $2,699,226 $1,643,834
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 132,005 $ 198,498 $ 120,572
Net income from
discontinued operations 319,603 88,416 60,482
--------- --------- ---------
NET INCOME $ 451,608 $ 286,914 $ 181,054
========= ========= =========
F-36
LIMITED PARTNERS:
Net income from
continuing operations $1,102,589 $1,702,122 $1,027,149
Net income from
discontinued operations 2,832,708 710,190 435,631
--------- --------- ---------
NET INCOME $3,935,297 $2,412,312 $1,462,780
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 4.82 $ 7.44 $ 4.49
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 12.38 3.10 1.90
--------- --------- ---------
NET INCOME PER UNIT $ 17.20 $ 10.54 $ 6.39
========= ========= =========
UNITS OUTSTANDING 228,821 228,821 228,821
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $2,519,551 ($129,173) $2,390,378
Net income 1,462,780 181,054 1,643,834
Cash distributions ( 1,598,000) ( 183,977) ( 1,781,977)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,384,331 ($132,096) $2,252,235
Net income 2,412,312 286,914 2,699,226
Cash distributions ( 1,632,000) ( 221,834) ( 1,853,834)
--------- ------- ---------
Balance, Dec. 31, 2005 $3,164,643 ($ 67,016) $3,097,627
Net income 3,935,297 451,608 4,386,905
Cash distributions ( 4,894,000) ( 480,569) ( 5,374,569)
--------- ------- ---------
Balance, Dec. 31, 2006 $2,205,940 ($ 95,977) $2,109,963
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $4,386,905 $2,699,226 $1,643,834
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 144,827 204,315 201,433
Impairment provision 35,449 - -
Gain on sale of oil
and gas properties ( 11) ( 193) ( 9,419)
Gain on disposal of
discontinued operations
(Note 6) ( 2,260,042) - -
Settlement of asset
retirement obligation ( 147) ( 275) -
Increase (decrease) in
accounts receivable -
oil and gas sales 336,648 ( 368,329) ( 90,442)
(Increase) decrease in
deferred charge 2,136 ( 1,646) ( 405)
Increase (decrease) in
accounts payable 7,482 ( 48,829) 93,274
Increase in accounts
payable-related party
(Note 2) 647 - -
Increase in accrued
liability 45,517 14,780 2,515
--------- --------- ---------
Net cash provided by
operating activities $2,699,411 $2,499,049 $1,840,790
--------- --------- ---------
F-39
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 55,818) ($ 35,098) ($ 25,206)
Proceeds from sale of
oil and gas properties - - 8,569
Proceeds from disposal of
discontinued operations
(Note 6) 2,323,217 - -
--------- --------- ---------
Net cash provided (used) by
investing activities $2,267,399 ($ 35,098) ($ 16,637)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($5,374,569) ($1,853,834) ($1,781,977)
--------- --------- ---------
Net cash used by financing
activities ($5,374,569) ($1,853,834) ($1,781,977)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 407,759) $ 610,117 $ 42,176
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,290,961 680,844 638,668
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 883,202 $1,290,961 $ 680,844
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-40
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma
limited partnership, and Geodyne Production Partnership II-F, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-41
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 824,445 $ 921,812
Accounts receivable:
Oil and gas sales 252,355 819,472
Assets held for sale (Note 6) 613,824 -
--------- ---------
Total current assets $1,690,624 $1,741,284
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method $ 631,804 1,169,138
DEFERRED CHARGE 21,383 30,727
--------- ---------
$2,343,811 $2,941,149
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 39,146 $ 148,786
Accounts payable-related
party (Note 2) 1,567 -
Gas imbalance payable 4,632 2,312
Asset retirement obligation -
current (Note 1) 5,398 1,909
Asset retirement obligation -
held for sale 75,038 -
Liabilities - held for sale
(Note 6) 101,014 -
--------- ---------
Total current liabilities $ 226,795 $ 153,007
LONG-TERM LIABILITIES:
Accrued liability $ 23,586 $ 26,676
Asset retirement obligation (Note 1 ) 118,752 195,940
--------- ---------
Total long-term liabilities $ 142,338 $ 222,616
F-42
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 31,426) ($ 46,261)
Limited Partners, issued and
outstanding, 171,400 Units 2,006,104 2,611,787
--------- ---------
Total Partners' capital $1,974,678 $2,565,526
--------- ---------
$2,343,811 $2,941,149
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-43
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $1,543,521 $1,766,414 $1,426,139
Interest income 28,950 14,042 4,458
Gain on sale of oil
and gas properties 28 471 24,162
Other income 18,339 - 4,694
--------- --------- ---------
$1,590,838 $1,780,927 $1,459,453
COSTS AND EXPENSES:
Lease operating $ 280,353 $ 195,267 $ 163,128
Production tax 100,580 112,925 101,077
Depreciation, depletion,
and amortization of oil
and gas properties 115,912 84,961 175,655
Impairment provision 24,473 - -
General and administrative 219,008 217,348 211,681
--------- --------- ---------
$ 740,326 $ 610,501 $ 651,541
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $ 850,512 $1,170,426 $ 807,912
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 1,836,111 1,691,606 1,064,206
Gain on disposal of
discontinued operations
(Note 6) 4,776,952 - -
--------- --------- ---------
NET INCOME $7,463,575 $2,862,032 $1,872,118
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 94,791 $ 123,285 $ 93,760
Net income from
discontinued operations 663,467 173,690 110,114
--------- --------- ---------
NET INCOME $ 758,258 $ 296,975 $ 203,874
========= ========= =========
F-44
LIMITED PARTNERS:
Net income from
continuing operations $ 755,721 $1,047,141 $ 714,152
Net income from
discontinued operations 5,949,596 1,517,916 954,092
--------- --------- ---------
NET INCOME $6,705,317 $2,565,057 $1,668,244
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 4.41 $ 6.11 $ 4.17
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 34.71 8.86 5.57
--------- --------- ---------
NET INCOME PER UNIT $ 39.12 $ 14.97 $ 9.74
========= ========= =========
UNITS OUTSTANDING 171,400 171,400 171,400
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-45
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $2,217,486 ($ 91,417) $2,126,069
Net income 1,668,244 203,874 1,872,118
Cash distributions ( 1,812,000) ( 210,659)( 2,022,659)
--------- -------- ---------
Balance, Dec. 31, 2004 $2,073,730 ($ 98,202) $1,975,528
Net income 2,565,057 296,975 2,862,032
Cash distributions ( 2,027,000) ( 245,034)( 2,272,034)
--------- -------- ---------
Balance, Dec. 31, 2005 $2,611,787 ($ 46,261) $2,565,526
Net income 6,705,317 758,258 7,463,575
Cash distributions ( 7,311,000) ( 743,423) ( 8,054,423)
--------- -------- ---------
Balance, Dec. 31, 2006 $2,006,104 ($ 31,426) $1,974,678
========= ======== =========
The accompanying notes are an integral
part of these combined financial statements.
F-46
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $7,463,575 $2,862,032 $1,872,118
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 139,871 135,289 216,694
Impairment provision 24,523 - -
Gain on sale of oil
and gas properties ( 28) ( 471) ( 24,162)
Gain on disposal of
discontinued operations
(Note 6) ( 4,776,952) - -
Settlement of asset
retirement obligation ( 356) ( 670) -
(Increase) decrease in
accounts receivable -
oil and gas sales 252,630 ( 362,139) ( 102,614)
(Increase) decrease in
deferred charge 1,232 4,375 ( 2,203)
Increase (decrease) in
accounts payable ( 31,766) ( 78,813) 157,363
Increase in accounts
payable-related party
(Note 2) 1,567 - -
Increase (decrease) in
gas imbalance payable 2,320 ( 1,080) ( 163)
Increase in accrued
liability 2,054 6,449 3,282
--------- --------- ----------
Net cash provided by
operating activities $3,078,670 $2,564,972 $2,120,315
--------- --------- ---------
F-47
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 78,511) ($ 28,532) ($ 67,560)
Proceeds from sale of
oil and gas properties - - 22,941
Proceeds from disposal of
discontinued operations
(Note 6) 4,956,897 - -
--------- --------- ---------
Net cash provided (used) by
investing activities $4,878,386 ($ 28,532) ($ 44,619)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($8,054,423) ($2,272,034) ($2,022,659)
--------- --------- ---------
Net cash used by financing
activities ($8,054,423) ($2,272,034) ($2,022,659)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 97,367) $ 264,406 $ 53,037
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 921,812 657,406 604,369
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 824,445 $ 921,812 $ 657,406
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-48
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma
limited partnership, and Geodyne Production Partnership II-G, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-49
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,846,124 $1,970,349
Accounts receivable:
Oil and gas sales 546,685 1,749,695
Assets held for sale (Note 6) 1,286,746 -
--------- ---------
Total current assets $3,679,555 $3,720,044
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 1,360,872 2,514,404
DEFERRED CHARGE 53,796 65,542
--------- ---------
$5,094,223 $6,299,990
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 79,030 $ 314,015
Accounts payable-related
party (Note 2) 3,288 -
Gas imbalance payable 16,422 15,317
Asset retirement obligation -
current (Note 1) 11,451 3,988
Asset retirement obligation
held for sale 157,170 -
Liabilities - held for sale
(Note 6) 211,077 -
--------- ---------
Total current liabilities $ 478,438 $ 333,320
LONG-TERM LIABILITIES:
Accrued liability $ 43,043 $ 45,118
Asset retirement obligation
(Note 1) 256,307 420,055
--------- ---------
Total long-term liabilities $ 299,350 $ 465,173
F-50
PARTNERS' CAPITAL:
General Partner $ 47,955 $ 9,830
Limited Partners, issued and
outstanding, 372,189 Units 4,268,480 5,491,667
--------- ---------
Total Partners' capital $4,316,435 $5,501,497
--------- ---------
$5,094,223 $6,299,990
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-51
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
----------- ---------- ----------
REVENUES:
Oil and gas sales $ 3,325,783 $3,795,574 $3,068,283
Interest income 62,457 30,374 9,689
Gain on sale of oil
and gas properties 53 986 50,598
Other income 38,351 - 9,816
---------- --------- ---------
$ 3,426,644 $3,826,934 $3,138,386
COSTS AND EXPENSES:
Lease operating $ 603,957 $ 417,847 $ 345,079
Production tax 218,197 244,993 218,887
Depreciation, depletion,
and amortization of oil
and gas properties 250,005 182,556 395,222
Impairment provision 54,129 - -
General and administrative 438,581 437,316 432,673
---------- --------- ---------
$ 1,564,869 $1,282,712 $1,391,861
---------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $ 1,861,775 $2,544,222 $1,746,525
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 3,844,863 3,558,643 2,234,571
Gain on disposal of
discontinued operations
(Note 6) 10,056,711 - -
---------- --------- ---------
NET INCOME $15,763,349 $6,102,865 $3,981,096
========== ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 207,304 $ 267,815 $ 204,245
Net income from
discontinued operations 1,395,232 365,654 230,404
---------- --------- ---------
NET INCOME $ 1,602,536 $ 633,469 $ 434,649
========== ========= =========
F-52
LIMITED PARTNERS:
Net income from
continuing operations $ 1,654,471 $2,276,407 $1,542,280
Net income from
discontinued operations 12,506,342 3,192,989 2,004,167
---------- --------- ---------
NET INCOME $14,160,813 $5,469,396 $3,546,447
========== ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 4.45 $ 6.12 $ 4.14
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 33.60 8.58 5.38
---------- --------- ---------
NET INCOME PER UNIT $ 38.05 $ 14.70 $ 9.52
========== ========= =========
UNITS OUTSTANDING 372,189 372,189 372,189
========== ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-53
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------- -------------------------
Balance, Dec. 31, 2003 $ 4,646,824 ($ 87,509) $ 4,559,315
Net income 3,546,447 434,649 3,981,096
Cash distributions ( 3,852,000) ( 448,809)( 4,300,809)
--------- --------- ----------
Balance, Dec. 31, 2004 $ 4,341,271 ($ 101,669) $ 4,239,602
Net income 5,469,396 633,469 6,102,865
Cash distributions ( 4,319,000) ( 521,970)( 4,840,970)
--------- --------- ----------
Balance, Dec. 31, 2005 $ 5,491,667 $ 9,830 $ 5,501,497
Net income 14,160,813 1,602,536 15,763,349
Cash distributions ( 15,384,000) ( 1,564,411)( 16,948,411)
---------- --------- ----------
Balance, Dec. 31, 2006 $ 4,268,480 $ 47,955 $ 4,316,435
========== ========= ==========
The accompanying notes are an integral
part of these combined financial statements.
F-54
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------- ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $15,763,349 $6,102,865 $3,981,096
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, depletion,
and amortization of oil
and gas properties 306,279 291,333 472,405
Impairment provision 54,235 - -
Gain on sale of oil
and gas properties ( 53) ( 986) ( 50,598)
Gain on disposal of
discontinued operations
(Note 6) ( 10,056,711) - -
Settlement of asset
retirement obligation ( 743) ( 1,398) -
(Increase) decrease in
accounts receivable -
oil and gas sales 535,989 ( 777,075) ( 219,641)
(Increase) decrease in
deferred charge 2,771 9,765 ( 4,069)
Increase (decrease) in
accounts payable ( 71,712) ( 167,501) 333,390
Increase in accounts
payable-related party
(Note 2) 3,288 - -
Increase in gas
imbalance payable 1,105 3,471 1,755
Increase in accrued
liability 8,072 9,558 3,892
---------- --------- ---------
Net cash provided by
operating activities $ 6,545,869 $5,470,032 $4,518,230
---------- --------- ---------
F-55
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 163,776) ($ 60,641) ($ 148,393)
Proceeds from sale of
oil and gas properties - - 48,031
Proceeds from disposal of
discontinued operations
(Note 6) 10,442,093 - -
---------- --------- ---------
Net cash provided (used) by
investing activities $10,278,317 ($ 60,641) ($ 100,362)
---------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($16,948,411) ($4,840,970) ($4,300,809)
---------- --------- ---------
Net cash used by financing
activities ($16,948,411) ($4,840,970) ($4,300,809)
---------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 124,225) $ 568,421 $ 117,059
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,970,349 1,401,928 1,284,869
---------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 1,846,124 $1,970,349 $1,401,928
========== ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-56
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
In our opinion, the accompanying combined balance sheets and the related
combined statements of operations, changes in partners' capital (deficit) and
cash flows present fairly, in all material respects, the combined financial
position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma
limited partnership, and Geodyne Production Partnership II-H, an Oklahoma
general partnership, at December 31, 2006 and 2005, and the combined results of
their operations and their cash flows for each of the three years in the period
ended December 31, 2006, 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 statements in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
As discussed in Note 7 to the combined financial statements, on February
5, 2007 the General Partner mailed a notice to the limited partners that the
Partnership will terminate at the end of its current term, December 31, 2007,
and that in connection with such termination the General Partner would liquidate
all of the Partnership's assets.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
April 16, 2007
F-57
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
Combined Balance Sheets
December 31, 2006 and 2005
ASSETS
------
2006 2005
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 474,706 $ 465,378
Accounts receivable:
Oil and gas sales 129,051 409,173
Assets held for sale (Note 6) 297,517 -
--------- ---------
Total current assets $ 901,274 $ 874,551
NET OIL AND GAS PROPERTIES, utilizing
the successful efforts method 331,348 597,072
DEFERRED CHARGE 12,322 16,952
--------- ---------
$1,244,944 $1,488,575
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 22,499 $ 73,876
Accounts payable-related party
(Note 2) 761 -
Asset retirement obligation -
current (Note 1) 2,726 922
Asset retirement obligation -
held for sale 36,318 -
Liabilities - held for sale
(Note 6) 49,233 -
--------- ---------
Total current liabilities $ 111,537 $ 74,798
LONG-TERM LIABILITIES:
Accrued liability $ 14,864 $ 15,003
Asset retirement obligation
(Note 1) 63,227 102,427
--------- ---------
Total long-term liabilities $ 78,091 $ 117,430
F-58
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 16,786) ($ 28,897)
Limited Partners, issued and
outstanding, 91,711 Units 1,072,102 1,325,244
--------- ---------
Total Partners' capital $1,055,316 $1,296,347
--------- ---------
$1,244,944 $1,488,575
========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-59
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
Combined Statements of Operations
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
---------- ---------- ----------
REVENUES:
Oil and gas sales $ 808,090 $ 922,356 $ 748,237
Interest income 14,340 6,886 2,181
Gain on sale of
oil and gas properties 12 229 11,749
Other income 8,870 - 2,270
--------- --------- ---------
$ 831,312 $ 929,471 $ 764,437
COSTS AND EXPENSES:
Lease operating $ 146,000 $ 103,658 $ 87,051
Production tax 53,871 60,497 53,828
Depreciation, depletion,
and amortization of oil
and gas properties 59,866 43,392 96,623
Impairment provision 6,935 - -
General and administrative 131,850 130,034 123,960
--------- --------- ---------
$ 398,522 $ 337,581 $ 361,462
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $ 432,790 $ 591,890 $ 402,975
DISCONTINUED OPERATIONS:
Income from discontinued
operations (Note 6) 895,254 826,216 520,886
Gain on disposal of
discontinued operations
(Note 6) 2,368,242 - -
--------- --------- ---------
NET INCOME $3,696,286 $1,418,106 $ 923,861
========= ========= =========
GENERAL PARTNER:
Net income from
continuing operations $ 47,857 $ 62,406 $ 47,617
Net income from
discontinued operations 327,571 84,929 53,650
--------- --------- ---------
NET INCOME $ 375,428 $ 147,335 $ 101,267
========= ========= =========
F-60
LIMITED PARTNERS:
Net income from
continuing operations $ 384,933 $ 529,484 $ 355,358
Net income from
discontinued operations 2,935,925 741,287 467,236
--------- --------- ---------
NET INCOME $3,320,858 $1,270,771 $ 822,594
========= ========= =========
NET INCOME FROM CONTINUING
OPERATIONS PER UNIT $ 4.20 $ 5.77 $ 3.87
NET INCOME FROM DISCONTINUED
OPERATIONS PER UNIT 32.01 8.08 5.09
--------- --------- ---------
NET INCOME PER UNIT $ 36.21 $ 13.85 $ 8.96
========= ========= =========
UNITS OUTSTANDING 91,711 91,711 91,711
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-61
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
Combined Statements of Changes in Partners' Capital (Deficit)
For the Years Ended December 31, 2006, 2005, and 2004
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2003 $1,131,879 ($ 51,046) $1,080,833
Net income 822,594 101,267 923,861
Cash distributions ( 897,000) ( 104,598) ( 1,001,598)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,057,473 ($ 54,377) $1,003,096
Net income 1,270,771 147,335 1,418,106
Cash distributions ( 1,003,000) ( 121,855) ( 1,124,855)
--------- ------- ---------
Balance, Dec. 31, 2005 $1,325,244 ($ 28,897) $1,296,347
Net income 3,320,858 375,428 3,696,286
Cash distributions ( 3,574,000) ( 363,317) ( 3,937,317)
--------- ------- ---------
Balance, Dec. 31, 2006 $1,072,102 ($ 16,786) $1,055,316
========= ======= =========
The accompanying notes are an integral
part of these combined financial statements.
F-62
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
Combined Statements of Cash Flows
For the Years Ended December 31, 2006, 2005, and 2004
2006 2005 2004
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,696,286 $1,418,106 $ 923,861
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, depletion,
and amortization of oil
and gas properties 73,426 69,028 113,970
Impairment provisions 6,947
Gain on sale of oil
and gas properties ( 12) ( 229) ( 11,749)
Gain on disposal of
discontinued operations
(Note 6) ( 2,368,242) - -
Settlement of asset
retirement obligation ( 171) ( 323) -
(Increase) decrease in
accounts receivable
- oil and gas sales 127,840 ( 176,986) ( 52,753)
(Increase) decrease in
deferred charge 688 2,782 ( 1,154)
Increase (decrease) in
accounts payable ( 13,384) ( 39,946) 77,834
Increase in accounts
payable-related party
(Note 2) 761 - -
Increase in accrued
liability 2,375 3,096 1,872
--------- --------- ---------
Net cash provided by
operating activities $1,526,514 $1,275,528 $1,051,881
--------- --------- ---------
F-63
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 37,695) ($ 14,443) ($ 37,380)
Proceeds from sale of
oil and gas properties - - 11,149
Proceeds from disposal of
discontinued operations
(Note 6) 2,457,826 - -
--------- --------- ---------
Net cash provided (used) by
investing activities $2,420,131 ($ 14,443) ($ 26,231)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,937,317) ($1,124,855) ($1,001,598)
--------- --------- ---------
Net cash used by financing
activities ($3,937,317) ($1,124,855) ($1,001,598)
--------- --------- ---------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 9,328 $ 136,230 $ 24,052
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 465,378 329,148 305,096
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 474,706 $ 465,378 $ 329,148
========= ========= =========
The accompanying notes are an integral
part of these combined financial statements.
F-64
GEODYNE ENERGY INCOME PROGRAM II
Notes to Combined Financial Statements
For the Years Ended December 31, 2006, 2005, and 2004
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. is the general partner
of each Partnership. Each Partnership is a general partner in the related
Geodyne Production Partnership (the "Production Partnership") in which Geodyne
Resources, Inc. serves as the managing partner. Limited Partner capital
contributions were contributed to the related Production Partnerships for
investment in producing oil and gas properties. For purposes of these financial
statements, the Partnerships and Production Partnerships are collectively
referred to as the "Partnerships" and the general partner and managing partner
are collectively referred to as the "General Partner." The Partnerships were
activated on the following dates with the following Limited Partner capital
contributions.
Limited
Date of Partner Capital
Partnership Activation Contributions
----------- ------------------ ---------------
II-A July 22, 1987 $48,428,300
II-B October 14,1987 36,171,900
II-C January 14, 1988 15,462,100
II-D May 10, 1988 31,487,800
II-E September 27, 1988 22,882,100
II-F January 5, 1989 17,140,000
II-G April 10, 1989 37,218,900
II-H May 17, 1989 9,171,100
The Partnerships would have terminated on December 31, 2001 in accordance
with the partnership agreements for the Partnerships. However, such partnership
agreements provide that the General Partner may extend the term of each
Partnership for up to five periods of two years each. The General Partner has
extended the terms of the Partnerships for their third two-year extension
thereby extending their termination date to December 31, 2007. On February 5,
2007 the General Partner mailed a notice to the limited partners announcing that
the Partnerships will terminate at the end of their current term, December 31,
2007. See Note 7 for more information regarding the Partnership terminations.
F-65
An affiliate of the General Partner owned the following Units at December
31, 2006:
Number of Percent of
Partnership Units Owned Outstanding Units
----------- ----------- -----------------
II-A 156,883 32.39%
II-B 111,952 30.95%
II-C 55,094 35.63%
II-D 101,855 32.35%
II-E 78,601 34.35%
II-F 48,916 28.54%
II-G 87,584 23.53%
II-H 29,152 31.79%
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.
Basis of Presentation
These financial statements reflect the combined accounts of each Geodyne
Energy Income Limited Partnership and the related Geodyne Production Partnership
after the elimination of all inter-partnership transactions and balances. These
financial statements are presented on a going concern basis.
Allocation of Costs and Revenues
The combination of the allocation provisions in each Partnership's limited
partnership agreement and each Production Partnership's partnership agreement
(collectively, the "Partnership Agreement") results in allocations of costs and
income between the Limited Partners and General Partner as follows:
F-66
Before Payout(1) After Payout(1)
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(3) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(3) 5% 95% 15% 85%
Income(2)
- ------------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(3) 5% 95% 15% 85%
Gain on sale of produc-
ing properties(3) 5% 95% 15% 85%
All other income(3) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) The allocations in the table result generally from the combined effect of
the allocation provisions in the Partnership Agreements. For example, the
costs incurred in development drilling are allocated 95.9596% to the
limited partnership and 4.0404% to the managing partner. The 95.9596%
portion of these costs allocated to the limited partnership, when passed
through the limited partnership, is further allocated 99% to the limited
partners and 1% to the general partner. In this manner the Limited
Partners are allocated 95% of such costs and the General Partner is
allocated 5% of such costs.
(3) If at payout the Limited Partners have received distributions at an annual
rate less than 12% of their subscriptions, the percentage of income and
costs allocated to the general partner and managing partner will increase
to only 10% and the percentage allocated to the Limited Partners will
decrease to only 90%. Thereafter, if the
F-67
distribution to Limited Partners reaches an average annual rate of 12% the
allocation will change to 15% to the general partner and managing partner
and 85% to the Limited Partners.
All Partnerships have achieved payout. After payout, operations and
revenues for the Partnerships are allocated using the 10% / 90% after payout
percentages as described in Footnote 3 to the table above.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partners' property screening costs. The acquisition cost
to the Partnership of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the cost of producing oil and gas properties, amortization of
related intangible drilling and development costs, and depreciation of tangible
lease and well equipment are computed on the units-of-production method. The
Partnerships' calculation of depreciation, depletion, and amortization includes
estimated dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates, which include accretion of
the asset retirement
F-68
obligation, per equivalent barrel of oil produced during the years ended
December 31, 2006, 2005, and 2004, were as follows:
Partnership 2006 2005(1) 2004(1)
----------- ----- ------- -------
II-A $1.92 $2.50 $1.35
II-B 1.72 2.55 1.27
II-C 1.70 1.79 1.10
II-D 2.82 1.52 1.29
II-E 1.85 1.74 1.31
II-F 2.88 2.07 3.68
II-G 2.88 2.08 3.86
II-H 2.84 2.03 3.88
(1) These amounts have been restated to reflect the sale of various oil and
gas properties during 2006 and assets held for sale as of December 31,
2006 as discontinued operations. See Note 6 for more information about
these discontinued operations.
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.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties for each oil and gas well. If the
unamortized costs, net of salvage value, of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost of the
properties is written down to fair value, which is determined by using the
discounted future cash flows from the properties. In the third quarter of 2006,
natural gas prices declined significantly. Consequently, the partnerships
incurred impairments utilizing the natural gas spot prices that existed on
September 30, 2006. The impairments related to continuing operations recognized
in the third quarter are set forth in the table below.
II-A $13,240 II-E $20,278
II-B 6,569 II-F 24,473
II-C 5,336 II-G 54,129
II-D 3,250 II-H 6,935
Once incurred, an impairment of oil and natural gas properties is not
reversible.
Deferred Charge
The Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The 2006 amounts do not include any wells classified as discontinued
operations at December 31, 2006. The deferred charge for the discontinued
F-69
operations are included as a component of assets held for sale as described in
Note 6 to the combined financial statements of the Partnerships. The rate used
in calculating the deferred charge is the average annual production costs per
Mcf. At December 31, 2006 and 2005, 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:
2006 2005
-------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 480,195 $548,671 526,539 $601,624
II-B 212,919 250,829 230,226 271,456
II-C 175,401 140,129 195,069 155,926
II-D 445,524 352,148 470,689 371,875
II-E 319,006 203,568 326,359 209,941
II-F 44,766 21,383 54,651 30,727
II-G 96,322 53,796 117,353 65,542
II-H 23,602 12,322 28,476 16,952
Accrued Liability
The Accrued Liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced gas
imbalance positions. The 2006 amounts do not include any wells classified as
discontinued operations at December 31, 2006. The accrued liability for the
discontinued operations is included as a component of assets held for sale as
described in Note 6 to the combined financial statements of the Partnerships.
The rate used in calculating the accrued liability is the annual average
production costs per Mcf. At December 31, 2006 and 2005, 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:
2006 2005
------------------ ------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
II-A 130,556 $149,173 136,010 $155,405
II-B 56,673 83,970 56,172 72,442
II-C 54,034 43,318 55,517 44,603
II-D 146,092 121,205 133,275 102,928
II-E 55,878 69,257 29,560 25,448
II-F 31,725 23,586 35,503 26,676
II-G 63,653 43,043 68,713 45,118
II-H 18,224 14,864 18,994 15,003
F-70
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil industry. Sales of gas applicable to the Partnerships'
interest in producing oil and gas leases are recorded as revenue when the gas is
metered and title transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a Partnership's
sales of gas exceed its pro rata ownership in a well, such sales are recorded as
revenues unless total sales from the well have exceeded the Partnership's share
of estimated total gas reserves underlying the property, at which time such
excess is recorded as a liability. The rates per Mcf used to calculate this
liability are based on the average gas prices for which the Partnerships are
currently settling this liability. At December 31, 2006 and 2005 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:
2006 2005
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------ -------- ------ --------
II-A 63,901 $95,852 64,638 $96,957
II-B 17,149 25,724 23,709 35,564
II-C 9,383 14,075 8,969 13,454
II-D 13,490 20,235 11,732 17,598
II-E 28,949 43,424 28,949 43,424
II-F 3,088 4,632 1,541 2,312
II-G 10,948 16,422 10,211 15,317
II-H - - - -
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of current estimates of total
gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
F-71
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, asset retirement obligations, and
the accrued liability all involve estimates which could materially differ from
the actual amounts ultimately realized or incurred in the near term. Oil and gas
reserves (see Note 4) also involve significant estimates which could materially
differ from the actual amounts ultimately realized.
Legal Contingency
A class action lawsuit styled Robert W. Scott, individually and as
Managing Member of R.W. Scott Investments, LLC v. Samson Resources Company, Case
No. C-01-385, was filed in the District Court of Sweetwater County, Wyoming on
June 29, 2001. Samson Resources ("Samson") is an affiliate of the General
Partner and operates certain wells in which the Partnerships' own interests. The
lawsuit alleges that Samson deducted from its payments to royalty and overriding
royalty owners certain charges which were improper under the Wyoming royalty
payment statutes and also alleges that Samson's check stubs did not fully comply
with the Wyoming Royalty Payment Act. A number of these royalty and overriding
royalty payments burden the interests of the II-A, II-C, and II-D Partnerships.
Samson and plaintiffs have reached agreement to settle all of the plaintiffs'
remaining claims in this lawsuit, and Samson expects a formal settlement
agreement to be executed during April 2007. The settlement calls for an
additional royalty payment of $1,000,000, and is subject to Court approval. The
Plaintiffs' counsel, subject to Court approval, is responsible for determining
the allocation of the $1,000,000 among the various class members after deduction
of litigation costs and attorneys' fees. The method of allocation selected by
the Plaintiffs' counsel and approved by the Court will determine the allocation
of the settlement amount among Samson's Wyoming gas wells. This allocation is
necessary in order to determine the portion of the settlement for which each
Partnership is responsible. Consequently, until the allocation among the class
members is received from the Plaintiff's counsel and approved by the Court, the
General Partner cannot determine the portion of the settlement for which each
Partnership will be responsible. Therefore, there have been no amounts accrued
as of December 31, 2006.
F-72
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
Asset Retirement Obligation
The Partnerships' wells must be properly plugged and abandoned after their
oil and gas reserves are exhausted. FAS No. 143 requires the estimated plugging
and abandonment obligations to be recognized in the period in which they are
incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of
fair value can be made and to be capitalized as part of the carrying amount of
the well. Estimated abandonment dates will be revised in the future based on
changes to related economic lives, which vary with product prices and production
costs. Estimated plugging costs may also be adjusted to reflect industry
experience. During the year ended December 31, 2005, the Partnerships' asset
retirement obligations were revised upward due to an increase in both the labor
and rig costs associated with plugging wells. Cash flows would not be affected
until wells are actually plugged and abandoned. The asset retirement obligation
is adjusted upwards each quarter in order to recognize accretion of the
time-related discount factor.
The components of the change in asset retirement obligations for the year
ended December 31, 2006 and 2005 are as shown below.
II-A Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $904,787 $393,670
Additions 634 6,908
Revisions - 466,239
Settlement and disposals ( 54,571) ( 1,820)
Accretion expense 41,390 39,790
Discontinued operations ( 222,378) -
------- -------
Total Asset Retirement
Obligation, December 31 $669,862 $904,787
======= =======
Asset Retirement Obligation -
Current $ 14,586 $ 41,485
Asset Retirement Obligation -
Long-Term 655,276 863,302
F-73
II-B Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $383,886 $210,198
Additions - 2,149
Revisions - 155,638
Settlement and disposals ( 156) ( 987)
Accretion expense 17,793 16,888
Discontinued operations ( 147,559) -
------- -------
Total Asset Retirement
Obligation, December 31 $253,964 $383,886
======= =======
Asset Retirement Obligation -
Current $ 15,504 $ 11,476
Asset Retirement Obligation -
Long-Term 238,460 372,410
II-C Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $140,791 $ 73,574
Additions - 212
Revisions - 61,173
Settlement and disposals ( 3,406) ( 673)
Accretion expense 6,808 6,505
Discontinued operations ( 4,024) -
------- -------
Total Asset Retirement
Obligation, December 31 $140,169 $140,791
======= =======
Asset Retirement Obligation -
Current $ 15,441 $ 9,569
Asset Retirement Obligation -
Long-Term 124,728 131,222
F-74
II-D Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $448,613 $187,060
Additions - 2,210
Revisions - 238,232
Settlement and disposals ( 9,583) -
Accretion expense 22,220 21,111
Discontinued operations ( 37,822) -
------- -------
Total Asset Retirement
Obligation, December 31 $423,428 $448,613
======= =======
Asset Retirement Obligation -
Current $ 69,738 $ 45,216
Asset Retirement Obligation -
Long-Term 353,690 403,397
II-E Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $237,057 $102,444
Additions 404 441
Revisions - 123,724
Settlement and disposals ( 77,025) ( 692)
Accretion expense 10,848 11,140
Discontinued operations ( 31,833) -
------- -------
Total Asset Retirement
Obligation, December 31 $139,451 $237,057
======= =======
Asset Retirement Obligation -
Current $ 26,503 $ 6,501
Asset Retirement Obligation -
Long-Term 112,948 230,556
F-75
II-F Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $197,849 $102,318
Additions 791 1,073
Revisions - 86,747
Settlement and disposals ( 9,271) ( 1,690)
Accretion expense 9,819 9,401
Discontinued operations ( 75,038) -
------- -------
Total Asset Retirement
Obligation, December 31 $124,150 $197,849
======= =======
Asset Retirement Obligation -
Current $ 5,398 $ 1,909
Asset Retirement Obligation -
Long-Term 118,752 195,940
II-G Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $424,043 $218,637
Additions 1,700 2,245
Revisions - 186,533
Settlement and disposals ( 21,826) ( 3,531)
Accretion expense 21,011 20,159
Discontinued operations ( 157,170) -
------- -------
Total Asset Retirement
Obligation, December 31 $267,758 $424,043
======= =======
Asset Retirement Obligation -
Current $ 11,451 $ 3,988
Asset Retirement Obligation -
Long-Term 256,307 420,055
F-76
II-H Partnership
----------------
2006 2005
---------- ----------
Total Asset Retirement
Obligation, January 1 $103,349 $ 53,561
Additions 411 520
Revisions - 45,175
Settlement and disposals ( 6,604) ( 817)
Accretion expense 5,115 4,910
Discontinued operations ( 36,318) -
------- -------
Total Asset Retirement
Obligation, December 31 $ 65,953 $103,349
======= =======
Asset Retirement Obligation -
Current $ 2,726 $ 922
Asset Retirement Obligation -
Long-Term 63,227 102,427
New Accounting Pronouncement
In September 2006, the FASB issued FAS No. 157, "Fair Value Measurements"
(FAS No. 157). FAS No. 157 establishes a common definition for fair value to be
applied to US GAAP guidance requiring use of fair value, establishes a framework
for measuring fair value, and expands the disclosure about such fair value
measurements. FAS No 157 is effective for fiscal years beginning after November
5, 2007. The Partnerships are currently assessing the impact of FAS No. 157 on
their results of operations, financial condition and cash flows.
F-77
Discontinued Operations
As further discussed in Note 3, the II-A, II-B, II-C, II-D, II-E, II-F,
II-G, and II-H Partnerships sold their interests in a number of producing
properties to independent third parties at large public oil and gas auctions in
2006. Additional properties for all of the Partnerships will be sold at auctions
in 2007. The properties sold in the 2006 auctions and those scheduled to be sold
in 2007 auctions represent a disposal of a component under Statement of
Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" (FAS 144). Accordingly, current year results of
these properties have been classified as discontinued, and prior periods have
been restated. Once properties are classified as assets held for sale, they no
longer incur any depreciation, depletion, and amortization expenses.
Reclassification
Certain prior year balances have been reclassified to conform with current
year presentation.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated due to expense limitations
imposed by the Partnership Agreements. The following is a summary of payments
made to the General Partner or its affiliates by the Partnerships for general
and administrative overhead costs for the years ended December 31, 2006, 2005,
and 2004:
F-78
Partnership 2006 2005 2004
----------- -------- -------- --------
II-A $509,772 $509,772 $509,772
II-B 380,760 380,760 380,760
II-C 162,756 162,756 162,756
II-D 331,452 331,452 331,452
II-E 240,864 240,864 240,864
II-F 180,420 180,420 180,420
II-G 391,776 391,776 391,776
II-H 96,540 96,540 96,540
Affiliates of the Partnerships 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
during the year ended December 31, 2006 is approximately as set forth on the
table below:
II-A $55,000 II-E $34,000
II-B 53,000 II-F 28,000
II-C 25,000 II-G 62,000
II-D 30,000 II-H 16,000
The Accounts Payable - Related Party at December 31, 2006 for the II-E,
II-F, II-G, and II-H Partnerships represents affiliated partnerships share of
oil and gas revenues initially received by the II-E, II-F, II-G, and II-H
Partnerships that have not yet been reimbursed to the affiliated partnerships as
of December 31, 2006. Such amounts will be repaid during the second quarter of
2007.
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, 2006, 2005 and 2004:
F-79
Partnership Purchaser Percentage
- ----------- ------------------------ ---------------------
2006 2005 2004
----- ----- -----
II-A BP America Production Co. 15.9% 14.0% 14.8%
Cinergy Marketing Company
("Cinergy") - 12.5% 16.1%
Duke Energy Field Services
("Duke") - 10.3% 12.3%
II-B Citation Oil & Gas Corp.
("Citation") 16.4% 14.8% 13.1%
Cinergy - 16.0% 24.1%
II-C Citation 13.6% 12.3% 11.6%
Cinergy - 14.0% 22.3%
II-D Vintage Petroleum, Inc. 10.6% 11.1% 10.3%
Cinergy - 12.3% 17.0%
Whiting Petroleum Corp. - - 11.8%
II-E Atlas Pipeline Mid-
Continent LLC 12.9% 13.3% -
Cinergy - 12.8% 25.1%
II-F Duke 10.9% 13.7% 14.7%
Cinergy - - 12.3%
Chevron U.S.A., Inc. - - 10.0%
II-G Duke 11.1% 13.8% 14.9%
Cinergy - - 12.2%
II-H Duke 11.4% 14.0% 15.1%
Cinergy - - 11.9%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
F-80
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
The capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 2006 and 2005 were as
follows:
II-A Partnership
---------------
2006 2005
------------- -------------
Proved properties $26,599,306 $30,038,453
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 24,670,607) ( 27,569,087)
---------- ----------
Net oil and gas
Properties $ 1,928,699 $ 2,469,366
========== ==========
II-B Partnership
---------------
2006 2005
------------- -------------
Proved properties $18,836,416 $20,598,447
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 17,495,512) ( 19,054,229)
---------- ----------
Net oil and gas
Properties $ 1,340,904 $ 1,544,218
========== ==========
F-81
II-C Partnership
----------------
2006 2005
------------- -------------
Proved properties $ 8,211,171 $ 8,722,127
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 7,542,089) ( 7,993,885)
---------- ----------
Net oil and gas
Properties $ 669,082 $ 728,242
========== ==========
II-D Partnership
----------------
2006 2005
------------- -------------
Proved properties $12,686,985 $14,226,782
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 11,379,007) ( 12,667,197)
---------- ----------
Net oil and gas
Properties $ 1,307,978 $ 1,559,585
========== ==========
II-E Partnership
----------------
2006 2005
------------- -------------
Proved properties $ 9,949,660 $13,234,154
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 9,072,117) ( 12,025,095)
---------- ----------
Net oil and gas
Properties $ 877,543 $ 1,209,059
========== ==========
F-82
II-F Partnership
----------------
2006 2005
------------- -------------
Proved properties $ 6,476,095 $10,482,766
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 5,844,291) ( 9,313,628)
---------- ----------
Net oil and gas
Properties $ 631,804 $ 1,169,138
========== ==========
II-G Partnership
----------------
2006 2005
------------- -------------
Proved properties $14,010,934 $22,459,822
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ( 12,650,062) ( 19,945,418)
---------- ----------
Net oil and gas
Properties $ 1,360,872 $ 2,514,404
========== ==========
II-H Partnership
----------------
2006 2005
------------- -------------
Proved properties $ 3,423,556 $ 5,389,006
Less accumulated deprecia-
tion, depletion, amorti-
zation, and valuation
allowance ($ 3,092,208) ( 4,791,934)
---------- ----------
Net oil and gas
Properties $ 331,348 $ 597,072
========== ==========
F-83
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during 2006, 2005, and 2004. Costs
incurred by the Partnerships in connection with oil and gas property development
activities during 2006, 2005, and 2004, were as follows:
Partnership 2006 2005(1) 2004
----------- -------- -------- --------
II-A $147,711 $133,494 $ 93,122
II-B 91,436 96,434 53,458
II-C 47,076 54,420 11,074
II-D 129,167 151,464 16,239
II-E 99,528 31,965 30,342
II-F 96,507 20,736 79,459
II-G 201,433 43,264 174,306
II-H 46,421 9,960 43,819
- ----------
(1) Excludes the estimated asset retirement costs for the II-A, II-B, II-C,
II-D, II-E, II-F, II-G, and II-H Partnerships of approximately $466,000,
$156,000, $61,000, $238,000, $124,000, $87,000, $187,000, and $45,000,
respectively, recorded as a revision in FAS No. 143 during 2005 due to an
increase in both the labor and rig costs associated with plugging wells.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States of
America, for the periods indicated. The proved reserves at December 31, 2006,
2005, and 2004, were estimated by petroleum engineers employed by affiliates of
the Partnerships. In addition, reserve information for the top 80% of each
Partnership's reserve base (based on volumes) has been reviewed by Ryder Scott
Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. Ryder
Scott has stated to the General Partner their opinion that (i) the estimates of
reserves for the properties which they reviewed were prepared in accordance with
generally accepted procedures for the estimation of reserves, (ii) they found no
bias in the utilization and analysis of data, and (iii) the cash flow
projections provided by Samson of gross and net reserves and associated revenues
and costs based on constant pricing in general appear reasonable. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the
F-84
reserve reports prepared by the General Partner and reviewed by Ryder Scott.
In general, the Partnerships experienced downward revisions in gas
reserves at December 31, 2006 as compared to December 31, 2005 due to the
decrease in the gas prices used to estimate reserves. The II-A and II-B
Partnerships had an increase in gas reserves due to revised forecasts on several
properties based on actual production experience. The II-C and II-D Partnerships
had an increase in gas reserves on one material property, which is discussed
below.
Following is a description of those oil and gas properties for which
revisions in the continuing operations estimated proved reserves as of December
31, 2006 as compared to December 31, 2005 were significant to the Partnerships:
The II-E, II-F, II-G, and II-H Partnerships' estimated proved
oil reserves decreased approximately 7,000 barrels, 18,000 barrels,
37,000 barrels, and 9,000 barrels, respectively, in the Pecos Valley
Unit due to a revised forecast in reserves based on actual
production experience and a steeper decline rate resulting in a
shorter reserve life.
In addition, the II-E Partnership's estimated proved oil
reserves decreased approximately 10,000 barrels in the F. H. Gray
Unit D due to a revised forecast in reserves based on actual
production experience.
Following is a description of those oil and gas properties for which
revisions in the discontinued operations estimated proved reserves as of
December 31, 2006 as compared to December 31, 2005 were significant to the
Partnerships:
The II-C and II-D Partnerships' estimated proved gas reserves
increased approximately 5,000 Mcf and 56,000 Mcf, respectively, in
the Skjelvik due to the completion of an additional zone during
2006.
F-85
II-A Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- --------- --------- -----------
Proved reserves, Dec. 31, 2003 221,369 692,736 356,970 5,910,055
Production ( 18,613) ( 74,067) ( 46,952) ( 572,607)
Extensions and discoveries 24,382 13,397 379 14,547
Revisions of previous estimates 49,078 ( 51,977) 54,272 344,731
------- ------- ------- ---------
Proved reserves, Dec. 31, 2004 276,216 580,089 364,669 5,696,726
Production ( 17,896) ( 73,019) ( 39,917) ( 579,253)
Extensions and discoveries 4,329 17,663 749 23,040
Revisions of previous estimates 14,359 34,110 84,857 668,385
------- ------- ------- ---------
Proved reserves, Dec. 31, 2005 277,008 558,843 410,358 5,808,898
Production ( 16,511) ( 56,728) ( 37,392) ( 521,593)
Sale of minerals in place ( 1,465) ( 18,215) - -
Extensions and discoveries - - 466 68,088
Revisions of previous estimates ( 15,073) 33,919 ( 1,989) ( 3,360)
------- ------- ------- ---------
Proved reserves, Dec. 31, 2006 243,959 517,819 371,443 5,352,033
======= ======= ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2004 276,216 580,089 364,669 5,696,726
======= ======= ======= =========
December 31, 2005 277,008 558,843 410,358 5,808,898
======= ======= ======= =========
December 31, 2006 243,959 517,819 371,443 5,352,033
======= ======= ======= =========
F-86
II-B Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- --------- --------- -----------
Proved reserves, Dec. 31, 2003 93,233 177,407 357,153 4,853,690
Production ( 9,983) ( 23,126) ( 32,490) ( 511,944)
Sale of minerals in place - - - -
Extensions and discoveries - - 62 7,138
Revisions of previous estimates 32,261 ( 7,700) 24,612 324,545
------- ------- ------- ---------
Proved reserves, Dec. 31, 2004 115,511 146,581 349,337 4,673,429
Production ( 9,590) ( 26,899) ( 30,421) ( 489,345)
Sale of minerals in place - - - -
Extensions and discoveries - - 93 10,833
Revisions of previous estimates 8,841 ( 40,285) 55,458 501,967
------- ------- ------- ---------
Proved reserves, Dec. 31, 2005 114,762 79,397 374,467 4,696,884
Production ( 8,715) ( 15,869) ( 26,629) ( 464,235)
Sale of minerals in place ( 94) ( 1,750) - -
Extensions and discoveries - - - -
Revisions of previous estimates 9,277 ( 7,612) ( 5,759) 67,317
------- ------- ------- ---------
Proved reserves, Dec. 31, 2006 115,230 54,166 342,079 4,299,966
======= ======= ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2004 115,511 146,581 349,337 4,673,429
======= ======= ======= =========
December 31, 2005 114,762 79,397 374,467 4,696,884
======= ======= ======= =========
December 31, 2006 115,230 54,166 342,079 4,299,966
======= ======= ======= =========
F-87
II-C Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- --------- --------- -----------
Proved reserves, Dec. 31, 2003 6,279 66,543 160,599 3,404,789
Production ( 653) ( 10,425) ( 14,712) ( 290,665)
Sale of minerals in place - - - -
Extensions and discoveries - - 46 3,685
Revisions of previous estimates 2,108 2,346 12,094 277,005
------- ------- ------- ---------
Proved reserves, Dec. 31, 2004 7,734 58,464 158,027 3,394,814
Production ( 742) ( 13,561) ( 14,075) ( 310,311)
Sale of minerals in place - - - -
Extensions and discoveries - - 105 22,834
Revisions of previous estimates ( 479) ( 4,274) 22,839 397,947
------- ------- ------- ---------
Proved reserves, Dec. 31, 2005 6,513 40,629 166,896 3,505,284
Production ( 528) ( 9,374) ( 12,078) ( 277,010)
Sale of minerals in place ( 495) ( 1,175) - -
Extensions and discoveries 549 330 163 13,112
Revisions of previous estimates 84 4,552 ( 398) ( 56,420)
------- ------- ------- ---------
Proved reserves, Dec. 31, 2006 6,123 34,962 154,583 3,184,966
======= ======= ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2004 7,734 58,464 158,027 3,394,814
======= ======= ======= =========
December 31, 2005 6,513 40,629 166,896 3,505,284
======= ======= ======= =========
December 31, 2006 6,123 34,962 154,583 3,184,966
======= ======= ======= =========
F-88
II-D Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- ---------- --------- -----------
Proved reserves, Dec. 31, 2003 66,556 567,286 138,937 8,252,865
Production ( 6,725) ( 29,100) ( 18,587) ( 645,031)
Sale of minerals in place - - - -
Extensions and discoveries - - 22 720
Revisions of previous estimates 22,892 ( 74,361) ( 15,780) 1,020,010
------ ------- ------- ---------
Proved reserves, Dec. 31, 2004 82,723 463,825 104,592 8,628,564
Production ( 5,883) ( 27,434) ( 15,976) ( 722,142)
Sale of minerals in place - - - -
Extensions and discoveries - - 1,668 278,804
Revisions of previous estimates ( 7,313) ( 35,473) 13,014 1,059,344
------ ------- ------- ---------
Proved reserves, Dec. 31, 2005 69,527 400,918 103,298 9,244,570
Production ( 5,451) ( 29,683) ( 14,674) ( 630,550)
Sale of minerals in place ( 4,775) ( 4,468) - -
Extensions and discoveries 5,753 3,460 1,351 73,537
Revisions of previous estimates 870 51,028 ( 48) ( 845,884)
------ ------- ------- ---------
Proved reserves, Dec. 31, 2006 65,924 421,255 89,927 7,841,673
====== ======= ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2004 82,723 463,825 104,592 8,628,564
====== ======= ======= =========
December 31, 2005 69,527 400,918 103,298 9,244,570
====== ======= ======= =========
December 31, 2006 65,924 421,255 89,927 7,841,673
====== ======= ======= =========
F-89
II-E Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- --------- --------- -----------
Proved reserves, Dec. 31, 2003 113,118 908,923 72,608 4,084,419
Production ( 13,616) ( 66,654) ( 4,519) ( 343,209)
Sale of minerals in place - - - -
Extensions and discoveries 2,485 3,415 40 631
Revisions of previous estimates 21,459 ( 12,762) (11,373) 409,975
------- ------- ------ ---------
Proved reserves, Dec. 31, 2004 123,446 832,922 56,756 4,151,816
Production ( 13,444) ( 73,403) ( 4,507) ( 349,889)
Sale of minerals in place - - - -
Extensions and discoveries 1,164 2,465 1,385 67,021
Revisions of previous estimates 13,810 8,721 ( 618) 399,502
------- ------- ------ ---------
Proved reserves, Dec. 31, 2005 124,976 770,705 53,016 4,268,450
Production ( 12,234) ( 72,668) ( 4,592) ( 334,024)
Sale of minerals in place ( 35,967) (156,523) - -
Extensions and discoveries 1,052 6,366 1,533 30,898
Revisions of previous estimates ( 1,047) ( 31,829) (15,195) ( 358,318)
------- ------- ------ ---------
Proved reserves, Dec. 31, 2006 76,780 516,051 34,762 3,607,006
======= ======= ====== =========
PROVED DEVELOPED RESERVES:
December 31, 2004 123,446 832,922 56,756 4,151,816
======= ======= ====== =========
December 31, 2005 124,976 770,705 53,016 4,268,450
======= ======= ====== =========
December 31, 2006 76,780 516,051 34,762 3,607,006
======= ======= ====== =========
F-90
II-F Partnership
----------------
Discontinued Operations Continuing Operations
-------------------------- -----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- ----------- --------- -----------
Proved reserves, Dec. 31, 2003 244,019 1,409,464 50,352 2,395,930
Production ( 23,145) ( 133,737) ( 2,938) ( 268,980)
Sale of minerals in place - - ( 63) -
Extensions and discoveries 6,076 8,351 97 1,495
Revisions of previous estimates 54,247 70,947 13,091 229,400
------- --------- ------ ---------
Proved reserves, Dec. 31, 2004 281,197 1,355,025 60,539 2,357,845
Production ( 22,377) ( 150,933) ( 3,222) ( 226,924)
Sale of minerals in place - - - -
Extensions and discoveries 2,842 6,032 1,760 19,020
Revisions of previous estimates 27,013 85,043 (10,242) 107,487
------- --------- ------ ---------
Proved reserves, Dec. 31, 2005 288,675 1,295,167 48,835 2,257,428
Production ( 22,064) ( 151,594) ( 3,349) ( 221,303)
Sale of minerals in place ( 80,010) ( 290,305) - -
Extensions and discoveries 1 14,370 2,897 10,768
Revisions of previous estimates 2,366 ( 65,207) (18,037) ( 173,224)
------- --------- ------ ---------
Proved reserves, Dec. 31, 2006 188,968 802,431 30,346 1,873,669
======= ========= ====== =========
PROVED DEVELOPED RESERVES:
December 31, 2004 281,197 1,355,025 60,539 2,357,845
======= ========= ====== =========
December 31, 2005 288,675 1,295,167 48,835 2,257,428
======= ========= ====== =========
December 31, 2006 188,968 802,431 30,346 1,873,669
======= ========= ====== =========
F-91
II-G Partnership
----------------
Discontinued Operations Continuing Operations
-------------------------- -----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- ----------- --------- -----------
Proved reserves, Dec. 31, 2003 510,371 2,981,342 107,681 5,199,199
Production ( 48,446) ( 282,389) ( 6,219) ( 576,725)
Sale of minerals in place - - ( 134) -
Extensions and discoveries 12,706 18,002 203 3,134
Revisions of previous estimates 113,322 151,462 26,977 466,541
------- --------- ------- ---------
Proved reserves, Dec. 31, 2004 587,953 2,868,417 128,508 5,092,149
Production ( 46,998) ( 318,764) ( 6,850) ( 484,309)
Sale of minerals in place - - - -
Extensions and discoveries 5,945 12,613 3,680 40,319
Revisions of previous estimates 56,767 171,057 ( 21,274) 230,125
------- --------- ------- ---------
Proved reserves, Dec. 31, 2005 603,667 2,733,323 104,064 4,878,284
Production ( 46,119) ( 319,326) ( 7,078) ( 478,646)
Sale of minerals in place (167,048) ( 628,876) - -
Extensions and discoveries 4 30,050 6,044 23,453
Revisions of previous estimates 4,838 ( 136,440) ( 37,735) ( 368,903)
------- --------- ------- ---------
Proved reserves, Dec. 31, 2006 395,342 1,678,731 65,295 4,054,188
======= ========= ======= =========
PROVED DEVELOPED RESERVES:
December 31, 2004 587,953 2,868,417 128,508 5,092,149
======= ========= ======= =========
December 31, 2005 603,667 2,733,323 104,064 4,878,284
======= ========= ======= =========
December 31, 2006 395,342 1,678,731 65,295 4,054,188
======= ========= ======= =========
F-92
II-H Partnership
----------------
Discontinued Operations Continuing Operations
------------------------ ----------------------
Crude Natural Crude Natural
Oil Gas Oil Gas
(Barrels) (Mcf) (Barrels) (Mcf)
--------- --------- --------- -----------
Proved reserves, Dec. 31, 2003 118,170 704,587 25,899 1,285,647
Production ( 11,215) ( 66,490) ( 1,473) ( 140,415)
Sale of minerals in place - - ( 35) -
Extensions and discoveries 2,939 4,038 47 841
Revisions of previous estimates 26,365 37,716 6,226 102,922
------- ------- ------ ---------
Proved reserves, Dec. 31, 2004 136,259 679,851 30,664 1,248,995
Production ( 10,856) ( 75,013) ( 1,590) ( 118,414)
Sale of minerals in place - - - -
Extensions and discoveries 1,374 2,919 851 9,579
Revisions of previous estimates 13,145 36,388 ( 4,904) 56,476
------- ------- ------ ---------
Proved reserves, Dec. 31, 2005 139,922 644,145 25,021 1,196,636
Production ( 10,674) ( 74,947) ( 1,644) ( 116,535)
Sale of minerals in place ( 38,848) (155,066) - -
Extensions and discoveries 1 6,950 1,404 6,094
Revisions of previous estimates 1,182 ( 31,241) ( 8,767) ( 89,156)
------- ------- ------ ---------
Proved reserves, Dec. 31, 2006 91,583 389,841 16,014 997,039
======= ======= ====== =========
PROVED DEVELOPED RESERVES:
December 31, 2004 136,259 679,851 30,664 1,248,995
======= ======= ====== =========
December 31, 2005 139,922 644,145 25,021 1,196,636
======= ======= ====== =========
December 31, 2006 91,583 389,841 16,014 997,039
======= ======= ====== =========
F-93
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2006 and 2005 is as
follows:
F-94
II-A Partnership
----------------
2006
----------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ----------- ----------- ----------
Total Revenues $1,538,126 $1,450,986 $1,449,456 $1,371,263
Gross Profit(1) 1,047,229 1,021,938 1,239,655 845,564
Income from continuing
operations 888,478 887,292 1,107,597 713,197
Income from discontinued
operations 255,548 250,962 281,781 198,491
Net Income 1,144,026 1,138,254 1,389,378 911,688
Limited Partners' Net
Income per Unit 2.11 2.12 2.56 1.69
2005
----------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $1,406,622 $1,411,544 $1,627,558 $1,924,051
Gross Profit(1) 1,096,335 1,031,822 1,170,311 1,360,391
Income from continuing
operations 940,575 897,347 1,036,467 1,223,183
Income from discontinued
operations 237,703 216,339 283,137 262,739
Net Income 1,178,278 1,113,686 1,319,604 1,485,922
Limited Partners' Net
Income per Unit 2.18 2.06 2.42 2.75
F-95
- ------------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-96
II-B Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ----------- ----------- -----------
Total Revenues $1,324,218 $1,157,157 $1,131,878 $1,037,956
Gross Profit(1) 937,154 850,693 748,292 605,479
Income from continuing
operations 812,536 749,650 649,386 506,265
Income from discontinued
operations 121,076 110,530 123,092 65,072
Net Income 933,612 860,180 772,478 571,337
Limited Partners' Net
Income per Unit 2.32 2.13 1.91 1.41
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $1,160,203 $1,042,138 $1,334,125 $1,551,023
Gross Profit(1) 899,527 715,616 970,673 1,100,119
Income from continuing
operations 777,636 614,632 870,368 996,294
Income from discontinued
operations 111,730 89,284 152,397 101,574
Net Income 889,366 703,916 1,022,765 1,097,868
Limited Partners' Net
Income per Unit 2.21 1.73 2.51 2.71
F-97
- ------------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-98
II-C Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ---------- ----------- -----------
Total Revenues $713,439 $625,141 $640,191 $538,939
Gross Profit(1) 515,291 470,580 430,069 334,427
Income from continuing
operations 448,338 426,311 387,177 291,226
Income from discontinued
operations 18,272 13,012 13,503 13,243
Net Income 466,610 439,323 400,680 304,469
Limited Partners' Net
Income per Unit 2.71 2.55 2.30 1.77
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $643,722 $621,904 $716,574 $949,696
Gross Profit(1) 509,256 490,490 532,976 700,147
Income from continuing
operations 444,584 446,092 489,336 652,728
Income from discontinued
Operations 15,385 11,534 31,046 17,410
Net Income 459,969 457,626 520,382 670,138
Limited Partners' Net
Income per Unit 2.67 2.65 3.01 3.88
F-99
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-100
II-D Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ---------- ---------- -----------
Total Revenues $1,370,063 $1,098,009 $1,253,367 $1,015,279
Gross Profit(1) 1,040,785 818,891 745,536 681,504
Income from continuing
operations 929,207 730,708 659,297 594,889
Income from discontinued
operations 83,444 68,632 49,134 131,176
Net Income 1,012,651 799,340 708,431 726,065
Limited Partners' Net
Income per Unit 2.89 2.27 1.96 2.08
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $1,323,738 $1,204,130 $1,386,138 $2,074,420
Gross Profit(1) 1,011,005 1,016,930 1,042,848 1,613,436
Income from continuing
operations 902,052 928,763 955,358 1,522,368
Income from discontinued
Operations 74,779 33,979 95,562 92,058
Net Income 976,831 962,742 1,050,920 1,614,426
Limited Partners' Net
Income per Unit 2.78 2.76 2.98 4.58
F-101
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-102
II-E Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ----------- ---------- -----------
Total Revenues $696,076 $577,014 $561,722 $ 511,480
Gross Profit(1) 538,887 375,829 311,907 290,950
Income from continuing
operations 451,272 311,219 248,946 223,157
Income from discontinued
operations 194,553 256,618 278,430 2,422,710
Net Income 645,825 567,837 527,376 2,645,867
Limited Partners' Net
Income per Unit 2.53 2.22 2.05 10.40
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ---------- -----------
Total Revenues $569,981 $459,680 $632,097 $1,147,397
Gross Profit(1) 438,772 348,038 467,562 927,666
Income from continuing
operations 353,598 283,366 403,619 860,037
Income from discontinued
operations 203,173 175,133 255,238 165,062
Net Income 556,771 458,499 658,857 1,025,099
Limited Partners' Net
Income per Unit 2.18 1.78 2.58 4.00
F-103
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-104
II-F Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ----------- ----------- -----------
Total Revenues $408,454 $398,507 $430,429 $ 353,448
Gross Profit(1) 310,250 273,037 254,082 232,151
Income from continuing
Operations 238,624 225,022 206,651 180,215
Income from discontinued
operations 434,419 498,602 550,878 5,129,164
Net Income 673,043 723,624 757,529 5,309,379
Limited Partners' Net
Income per Unit 3.51 3.80 3.94 27.87
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $438,158 $424,542 $421,223 $ 497,004
Gross Profit(1) 352,760 334,915 312,825 387,274
Income from continuing
operations 283,451 286,786 264,905 335,284
Income from discontinued
operations 444,097 370,883 517,592 359,034
Net Income 727,548 657,669 782,497 694,318
Limited Partners' Net
Income per Unit 3.81 3.44 4.08 3.64
F-105
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-106
II-G Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ---------- ----------- -----------
Total Revenues $ 880,264 $ 862,028 $ 925,759 $ 758,593
Gross Profit(1) 667,316 590,815 546,756 495,469
Income from continuing
operations 539,778 487,757 445,016 389,224
Income from discontinued
operations 910,794 1,042,145 1,158,869 10,789,766
Net Income 1,450,572 1,529,902 1,603,885 11,178,990
Limited Partners' Net
Income per Unit 3.50 3.68 3.84 27.03
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $ 944,117 $ 771,573 $1,047,576 $ 1,063,668
Gross Profit(1) 758,248 574,249 804,481 844,560
Income from continuing
operations 633,460 471,259 701,620 737,883
Income from discontinued
operations 931,948 785,579 1,087,924 753,192
Net Income 1,565,408 1,256,838 1,789,544 1,491,075
Limited Partners' Net
Income per Unit 3.77 3.02 4.32 3.59
F-107
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-108
II-H Partnership
----------------
2006
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter
----------- ----------- ----------- -----------
Total Revenues $213,859 $207,264 $224,682 $ 185,507
Gross Profit(1) 161,596 141,715 139,829 121,500
Income from continuing
operations 112,165 115,549 113,954 91,122
Income from discontinued
operations 208,538 242,887 269,125 2,542,946
Net Income 320,703 358,436 383,079 2,634,068
Limited Partners' Net
Income per Unit 3.13 3.51 3.73 25.84
2005
------------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
----------- ----------- ----------- -----------
Total Revenues $230,620 $185,789 $253,837 $ 259,225
Gross Profit(1) 184,458 140,213 194,299 202,954
Income from continuing
operations 137,173 113,860 168,186 172,671
Income from discontinued
Operations 217,669 179,873 252,468 176,206
Net Income 354,842 293,733 420,654 348,877
Limited Partners' Net
Income per Unit 3.47 2.87 4.10 3.41
F-109
- ------------
(1) Total revenues less oil and gas production expenses, depreciation,
depletion, and amortization expenses, and impairment provision.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
various oil and gas properties during 2006 and assets held for sale as of
December 31, 2006 as discontinued operations, as described in Note 6 to
the combined financial statements of the Partnership.
[Remainder of Page Intentionally Left Blank]
F-110
6. DISCONTINUED OPERATIONS
During August 2006, the General Partner approved a plan to sell an
increased amount of the Partnerships' properties as a result of the generally
favorable current environment for oil and gas properties. On October 11, 2006,
the II-A, II-D, II-E, II-F, II-G, and II-H Partnerships sold their interests in
a number of producing properties at a large public oil and gas auction which
resulted in proceeds of approximately $43,000, $49,000, $1,961,000, $4,449,000,
$9,291,000, and $2,152,000 (net of fees), respectively, to these Partnerships.
On December 13, 2006, the II-A, II-B, II-C, II-D, II-E, II-F, II-G, and II-H
Partnerships sold their interest in additional producing properties at a large
public oil and gas auction which resulted in proceeds of approximately $4,000,
$7,000, $4,000, $8,000, $362,000, $507,000, $1,151,000, and $306,000 (net of
fees), respectively, to these Partnerships. The 2006 sales resulted in a gain on
disposal of discontinued operations of approximately $57,000, $7,000, $3,000,
$49,000, $2,260,000, $4,777,000, $10,057,000, and $2,368,000, respectively, for
these Partnerships. Additional properties for all of the Partnerships will be
sold at auctions in 2007. The properties sold in the 2006 auctions and those
scheduled to be sold in the 2007 auctions represent "disposal of a component"
under Statement of Financial Accounting Standards No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assts" (FAS 144). Accordingly, current year
results of these properties have been classified as discontinued, and prior
periods have been restated. In conjunction with the planned sales, the
Partnerships will retain all assets and liabilities through the effective date
of the sale and purchasers will assume the asset retirement obligations
associated with the sold interests.
Net income from discontinued operations is as follows:
F-111
II-A Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $1,346,746 $1,396,344 $1,091,637
Lease operating ( 351,544) ( 287,806) ( 280,729)
Production tax ( 42,987) ( 48,732) ( 40,694)
Depreciation, depletion, and
amortization of oil and gas
properties ( 19,224) ( 59,888) ( 23,645)
Impairment provision ( 3,189) - -
--------- --------- ----------
Income from discontinued
operations $ 929,802 $ 999,918 $ 746,569
========= ========= =========
II-B Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $ 635,390 $ 661,063 $ 510,094
Lease operating ( 200,391) ( 155,220) ( 153,830)
Production tax ( 13,146) ( 19,729) ( 13,658)
Depreciation, depletion, and
amortization of oil and gas
properties ( 8,940) ( 31,129) ( 5,397)
Impairment provision ( 475) - -
--------- --------- ---------
Income from discontinued
operations $ 412,438 $ 454,985 $ 337,209
========= ========= =========
F-112
II-C Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $ 83,481 $ 108,948 $ 75,102
Lease operating ( 21,516) ( 19,142) ( 19,001)
Production tax ( 6,589) ( 9,320) ( 5,873)
Depreciation, depletion, and
amortization of oil and gas
properties ( 451) ( 5,111) ( 1,489)
--------- --------- ---------
Income from discontinued
operations $ 54,925 $ 75,375 $ 48,739
========= ========= =========
II-D Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $ 485,639 $ 501,170 $ 379,159
Lease operating ( 157,495) ( 125,587) ( 156,950)
Production tax ( 41,726) ( 47,216) ( 32,461)
Depreciation, depletion, and
amortization of oil and gas
properties ( 2,823) ( 31,989) ( 10,543)
--------- --------- ---------
Income from discontinued
operations $ 283,595 $ 296,378 $ 179,205
========= ========= =========
F-113
II-E Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $1,180,336 $1,160,131 $ 829,044
Lease operating ( 153,346) ( 179,220) ( 162,003)
Production tax ( 86,141) ( 87,247) ( 50,137)
Depreciation, depletion, and
amortization of oil and gas
properties ( 33,409) ( 95,058) ( 120,791)
Impairment provision ( 15,171) - -
--------- --------- ---------
Income from discontinued
operations $ 892,269 $ 798,606 $ 496,113
========= ========= =========
II-F Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $2,213,805 $2,093,971 $1,449,995
Lease operating ( 225,539) ( 225,188) ( 262,370)
Production tax ( 128,146) ( 126,849) ( 82,380)
Depreciation, depletion, and
amortization of oil and gas
properties ( 23,959) ( 50,328) ( 41,039)
Impairment provision ( 50) - -
--------- --------- ---------
Income from discontinued
operations $1,836,111 $1,691,606 $1,064,206
========= ========= =========
F-114
II-G Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $4,645,048 $4,420,252 $3,048,592
Lease operating ( 474,538) ( 485,942) ( 563,018)
Production tax ( 269,267) ( 266,890) ( 173,820)
Depreciation, depletion, and
amortization of oil and gas
properties ( 56,274) ( 108,777) ( 77,183)
Impairment provision ( 106) - -
--------- --------- ---------
Income from discontinued
operations $3,844,863 $3,558,643 $2,234,571
========= ========= =========
II-H Partnership
----------------
2006 2005 2004
------------ ------------ ------------
Oil and gas sales $1,083,001 $1,026,306 $ 711,813
Lease operating ( 111,082) ( 112,094) ( 132,760)
Production tax ( 63,093) ( 62,360) ( 40,820)
Depreciation, depletion, and
amortization of oil and gas
properties ( 13,560) ( 25,636) ( 17,347)
Impairment provision ( 12) - -
---------- --------- ---------
Income from discontinued
operations $ 895,254 $ 826,216 $ 520,886
========= ========= =========
F-115
Assets of the discontinued operations as of December 31, 2006 were as follows:
II-A
Partnership
------------
Accounts receivable - oil and gas sales $ 214,721
Oil and gas properties 3,145,225
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 2,703,049)
Deferred charge 1,259
---------
Net assets held for sale $ 658,156
=========
II-B
Partnership
------------
Accounts receivable - oil and gas sales $ 94,700
Oil and gas properties 1,845,626
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 1,727,855)
Deferred charge 244
---------
Net assets held for sale $ 212,715
=========
II-C
Partnership
------------
Accounts receivable - oil and gas sales $ 14,225
Oil and gas properties 400,262
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 395,035)
Deferred charge 80
---------
Net assets held for sale $ 19,532
=========
F-116
II-D
Partnership
-------------
Accounts receivable - oil and gas sales $ 92,380
Oil and gas properties 684,245
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 641,059)
Deferred charge 1,004
---------
Net assets held for sale $ 136,570
=========
II-E
Partnership
------------
Accounts receivable - oil and gas sales $ 135,616
Oil and gas properties 1,223,175
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 1,101,197)
Deferred charge 4,237
---------
Net assets held for sale $ 261,831
=========
II-F
Partnership
------------
Accounts receivable - oil and gas sales $ 314,487
Oil and gas properties 2,804,558
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 2,513,333)
Deferred charge 8,112
---------
Net assets held for sale $ 613,824
=========
F-117
II-G
Partnership
------------
Accounts receivable - oil and gas sales $ 667,021
Oil and gas properties 5,862,808
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 5,252,058)
Deferred charge 8,975
---------
Net assets held for sale $1,286,746
=========
II-H
Partnership
------------
Accounts receivable - oil and gas sales $ 152,282
Oil and gas properties 1,336,598
Accumulated depreciation, depletion,
amortization and valuation allowance
of oil and gas properties ( 1,195,305)
Deferred charge 3,942
---------
Net assets held for sale $ 297,517
=========
Liabilities of the discontinued operations as of December 31, 2006 were as
follows:
II-A
Partnership
-----------
Accounts payable $ 108,430
Accrued liability 3,419
Gas imbalance payable 3,129
---------
Net liabilities - held for sale $ 114,978
=========
II-B
Partnership
-----------
Accounts payable $ 66,132
Accrued liability 7,385
Gas imbalance payable 12,882
---------
Net liabilities - held for sale $ 86,399
=========
F-118
II-C
Partnership
-----------
Accounts payable $ 5,613
Accrued liability 2,769
---------
Net liabilities - held for sale $ 8,382
=========
II-D
Partnership
-----------
Accounts payable $ 16,084
---------
Net liabilities - held for sale $ 16,084
=========
II-E
Partnership
-----------
Accounts payable $ 41,347
Accrued liability 1,708
---------
Net liabilities - held for sale $ 43,055
=========
II-F
Partnership
-----------
Accounts payable $ 95,870
Accrued liability 5,144
---------
Net liabilities - held for sale $ 101,014
=========
II-G
Partnership
-----------
Accounts payable $ 200,930
Accrued liability 10,147
---------
Net liabilities - held for sale $ 211,077
=========
F-119
II-H
Partnership
-----------
Accounts payable $ 46,719
Accrued liability 2,514
---------
Net liabilities - held for sale $ 49,233
=========
7. SUBSEQUENT EVENT
On February 5, 2007, the General Partner mailed a notice to the limited
partners announcing that the Partnerships will terminate December 31, 2007.
The following unaudited pro forma combined balance sheets as of December
31, 2006 give effect to a change from the going concern basis of accounting to
the liquidation basis of accounting. The unaudited pro forma combined balance
sheets are presented as if the change had occurred on December 31, 2006. The
unaudited pro forma combined balance sheets are based on assumptions and include
adjustments as explained in the notes to the unaudited pro forma combined
balance sheets. While these balance sheets are prepared with the intent of
showing fair value, they are also based on estimates regarding (i) future net
cash flows until the properties are sold and (ii) sales prices which will be
received for the properties through the liquidation process. Actual current and
future prices and costs as well as the prices buyers are willing to pay at the
time the properties are sold may differ materially from the estimates used in
the preparation of the unaudited liquidation basis combined balance sheets.
F-120
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A
GEODYNE PRODUCTION PARTNERSHIP II-A
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $1,537,147 ($ 1,537,147) $ -
Accounts receivable:
Oil and gas sales 962,804 ( 962,804) -
Assets held for sale 658,156 ( 658,156) -
--------- ---------- ----------
Total current assets $3,158,107 ($ 3,158,107) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $1,928,699 ($ 1,928,699) $ -
DEFERRED CHARGE 548,671 ( 548,671) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 25,875,830 25,875,830
--------- ---------- ----------
$5,635,477 $20,240,353 $25,875,830
========= ========== ==========
F-121
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 376,866 ( $ 376,866) $ -
Gas imbalance payable 95,852 ( 95,852) -
Asset retirement obligation -
current 14,586 ( 14,586) -
Asset retirement obligation -
held for sale 222,378 ( 222,378) -
Liabilities - held for sale 114,978 ( 114,978) -
--------- ----------- ----------
Total current
liabilities $ 824,660 ($ 824,660) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 149,173 ($ 149,173) $ -
Asset retirement obligation 655,276 ( 655,276) -
--------- ---------- ----------
Total long-term
liabilities $ 804,449 ($ 804,449) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 205,056) $ 2,465,341 $ 2,260,285
Limited Partners, issued
and outstanding
484,283 units 4,211,424 19,404,121 23,615,545
--------- ---------- ----------
Total partners'
capital $4,006,368 $21,869,462 $25,875,830
--------- ---------- ----------
$5,635,477 $20,240,353 $25,875,830
========= ========== ==========
F-122
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B
GEODYNE PRODUCTION PARTNERSHIP II-B
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $1,068,383 ($ 1,068,383) $ -
Accounts receivable:
Oil and gas sales 782,744 ( 782,744) -
Assets held for sale 212,715 ( 212,715) -
--------- ---------- ----------
Total current assets $2,063,842 ($ 2,063,842) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $1,340,904 ($ 1,340,904) $ -
DEFERRED CHARGE 250,829 ( 250,829) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 19,305,062 19,305,062
--------- ---------- ----------
$3,655,575 $15,649,487 $19,305,062
========= ========== ==========
F-123
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 310,958 ($ 310,958) $ -
Gas imbalance payable 25,724 ( 25,724) -
Asset retirement obligation -
current 15,504 ( 15,504) -
Asset retirement obligation -
held for sale 147,559 ( 147,559) -
Liabilities - held for sale 86,399 ( 86,399) -
--------- ----------- ----------
Total current
liabilities $ 586,144 ($ 586,144) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 83,970 ($ 83,970) $ -
Asset retirement obligation 238,460 ( 238,460) -
--------- ---------- ----------
Total long-term
liabilities $ 322,430 ($ 322,430) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 241,863) $ 1,944,849 $ 1,702,986
Limited Partners, issued
and outstanding
361,719 units 2,988,864 14,613,212 17,602,076
--------- ---------- ----------
Total partners'
capital $2,747,001 $16,558,061 $19,305,062
--------- ---------- ----------
$3,655,575 $15,649,487 $19,305,062
========= ========== ==========
F-124
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C
GEODYNE PRODUCTION PARTNERSHIP II-C
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 506,167 ($ 506,167) $ -
Accounts receivable:
Oil and gas sales 424,972 ( 424,972) -
Assets held for sale 19,532 ( 19,532) -
--------- ---------- ----------
Total current assets $ 950,671 ($ 950,671) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $ 669,082 ($ 669,082) $ -
DEFERRED CHARGE 140,129 ( 140,129) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 11,725,158 11,725,158
--------- ---------- ----------
$1,759,882 $ 9,965,276 $11,725,158
========= ========== ==========
F-125
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 145,261 ($ 145,261) $ -
Gas imbalance payable 14,075 ( 14,075) -
Asset retirement obligation -
current 15,441 ( 15,441) -
Asset retirement obligation -
held for sale 4,024 ( 4,024) -
Liabilities - held for sale 8,382 ( 8,382) -
--------- ----------- ----------
Total current
liabilities $ 187,183 ($ 187,183) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 43,318 ($ 43,318) $ -
Asset retirement obligation 124,728 ( 124,728) -
--------- ---------- ----------
Total long-term
liabilities $ 168,046 ($ 168,046) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 94,429) $ 1,156,112 $ 1,061,683
Limited Partners, issued
and outstanding
154,621 units 1,499,082 9,164,393 10,663,475
--------- ---------- ----------
Total partners'
capital $1,404,653 $10,320,505 $11,725,158
--------- ---------- ----------
$1,759,882 $ 9,965,276 $11,725,158
========= ========== ==========
F-126
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D
GEODYNE PRODUCTION PARTNERSHIP II-D
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $1,059,020 ($ 1,059,020) $ -
Accounts receivable:
Oil and gas sales 940,580 ( 940,580) -
Assets held for sale 136,570 ( 136,570) -
--------- ---------- ----------
Total current assets $2,136,170 ($ 2,136,170) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $1,307,978 ($ 1,307,978) $ -
DEFERRED CHARGE 352,148 ( 352,148) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 24,984,468 24,984,468
--------- ---------- ----------
$3,796,296 $21,188,172 $24,984,468
========= ========== ==========
F-127
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 182,835 ($ 182,835) $ -
Gas imbalance payable 20,235 ( 20,235) -
Asset retirement obligation -
current 69,738 ( 69,738) -
Asset retirement obligation -
held for sale 37,822 ( 37,822) -
Liabilities - held for sale 16,084 ( 16,084) -
--------- ----------- ----------
Total current
liabilities $ 326,714 ($ 326,714) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 121,205 ($ 121,205) $ -
Asset retirement obligation 353,690 ( 353,690) -
--------- ---------- ----------
Total long-term
liabilities $ 474,895 ($ 474,895) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 148,835) $ 2,423,662 $ 2,274,827
Limited Partners, issued
and outstanding
314,878 units 3,143,522 19,566,119 22,709,641
--------- ---------- ----------
Total partners'
capital $2,994,687 $21,989,781 $24,984,468
--------- ---------- ----------
$3,796,296 $21,188,172 $24,984,468
========= ========== ==========
F-128
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E
GEODYNE PRODUCTION PARTNERSHIP II-E
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 883,202 ($ 883,202) $ -
Accounts receivable:
Oil and gas sales 349,933 ( 349,933) -
Assets held for sale 261,831 ( 261,831) -
--------- ---------- ----------
Total current assets $1,494,966 ($ 1,494,966) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $ 877,543 ($ 877,543) $ -
DEFERRED CHARGE 203,568 ( 203,568) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 13,203,526 13,203,526
--------- ---------- ----------
$2,576,077 $10,627,449 $13,203,526
========= ========== ==========
F-129
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable 138,447 ( 138,447) $ -
Accounts payable - related
party 647 ( 647) -
Gas imbalance payable 43,424 ( 43,424) -
Asset retirement obligation -
current 26,503 ( 26,503) -
Asset retirement obligation -
held for sale 31,833 ( 31,833) -
Liabilities - held for sale 43,055 ( 43,055) -
--------- ----------- ----------
Total current
liabilities $ 283,909 ($ 283,909) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 69,257 ($ 69,257) $ -
Asset retirement obligation 112,948 ( 112,948) -
--------- ---------- ----------
Total long-term
liabilities $ 182,205 ($ 182,205) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 95,977) $ 1,249,031 $ 1,153,054
Limited Partners, issued
and outstanding
228,821 units 2,205,940 9,844,532 12,050,472
--------- ---------- ----------
Total partners'
capital $2,109,963 $11,093,563 $13,203,526
--------- ---------- ----------
$2,576,077 $10,627,449 $13,203,526
========= ========== ==========
F-130
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F
GEODYNE PRODUCTION PARTNERSHIP II-F
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 824,445 ($ 824,445) $ -
Accounts receivable:
Oil and gas sales 252,355 ( 252,355) -
Assets held for sale 613,824 ( 613,824) -
--------- ---------- ----------
Total current assets $1,690,624 ($ 1,690,624) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $ 631,804 ($ 631,804) $ -
DEFERRED CHARGE 21,383 ( 21,383) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 12,062,139 12,062,139
--------- ---------- ----------
$2,343,811 $ 9,718,328 $12,062,139
========= ========== ==========
F-131
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 39,146 ($ 39,146) $ -
Accounts payable - related
party 1,567 ( 1,567) -
Gas imbalance payable 4,632 ( 4,632) -
Asset retirement obligation -
current 5,398 ( 5,398) -
Asset retirement obligation -
held for sale 75,038 ( 75,038) -
Liabilities - held for sale 101,014 ( 101,014) -
--------- ----------- ----------
Total current
liabilities $ 226,795 ($ 226,795) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 23,586 ($ 23,586) $ -
Asset retirement obligation 118,752 ( 118,752) -
--------- ---------- ----------
Total long-term
liabilities $ 142,338 ($ 142,338) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 31,426) $ 1,098,333 $ 1,066,907
Limited Partners, issued
and outstanding
171,400 units 2,006,104 8,989,128 10,995,232
--------- ---------- ----------
Total partners'
capital $1,974,678 $10,087,461 $12,062,139
--------- ---------- ----------
$2,343,811 $ 9,718,328 $12,062,139
========= ========== ==========
F-132
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G
GEODYNE PRODUCTION PARTNERSHIP II-G
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $1,846,124 ($ 1,846,124) $ -
Accounts receivable:
Oil and gas sales 546,685 ( 546,685) -
Assets held for sale 1,286,746 ( 1,286,746) -
--------- ---------- ----------
Total current assets $3,679,555 ($ 3,679,555) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $1,360,872 ($ 1,360,872) $ -
DEFERRED CHARGE 53,796 ( 53,796) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 25,749,980 25,749,980
--------- ---------- ----------
$5,094,223 $20,655,757 $25,749,980
========= ========== ==========
F-133
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 79,030 ($ 79,030) $ -
Accounts payable - related
party 3,288 ( 3,288) -
Gas imbalance payable 16,422 ( 16,422) -
Asset retirement obligation -
current 11,451 ( 11,451) -
Asset retirement obligation -
held for sale 157,170 ( 157,170) -
Liabilities - held for sale 211,077 ( 211,077) -
--------- ----------- ----------
Total current
liabilities $ 478,438 ($ 478,438) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 43,043 ($ 43,043) $ -
Asset retirement obligation 256,307 ( 256,307) -
--------- ---------- ----------
Total long-term
liabilities $ 299,350 ($ 299,350) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner $ 47,955 $ 2,219,953 $ 2,267,908
Limited Partners, issued
and outstanding
372,189 units 4,268,480 19,213,592 23,482,072
--------- ---------- ----------
Total partners'
capital $4,316,435 $21,433,545 $25,749,980
---------- ---------- ----------
$5,094,223 $20,655,757 $25,749,980
========= ========== ==========
F-134
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H
GEODYNE PRODUCTION PARTNERSHIP II-H
Unaudited Pro Forma Combined Balance Sheet
December 31, 2006
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT ASSETS:
Cash and cash equivalents $ 474,706 ($ 474,706) $ -
Accounts receivable:
Oil and gas sales 129,051 ( 129,051) -
Assets held for sale 297,517 ( 297,517) -
--------- ---------- ----------
Total current assets $ 901,274 ($ 901,274) $ -
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method $ 331,348 ($ 331,348) $ -
DEFERRED CHARGE 12,322 ( 12,322) -
NET ASSETS OF PARTNERSHIP
IN LIQUIDATION, at fair value - 6,165,728 6,165,728
--------- ---------- ----------
$1,244,944 $ 4,920,784 $ 6,165,728
========= ========== ==========
F-135
Pro Forma
Adjustments
To Liquidation Liquidation
Basis Accounting Basis
Historical (Note B) Pro Forma
----------- ---------------- -----------
CURRENT LIABILITIES:
Accounts payable $ 22,499 ($ 22,499) $ -
Accounts payable - related
party 761 ( 761) -
Asset retirement obligation -
current 2,726 ( 2,726) -
Asset retirement obligation -
held for sale 36,318 ( 36,318) -
Liabilities - held for sale 49,233 ( 49,233) -
--------- ----------- ----------
Total current
liabilities $ 111,537 ($ 111,537) $ -
LONG-TERM LIABILITIES:
Accrued liability $ 14,864 ($ 14,864) $ -
Asset retirement obligation 63,227 ( 63,227) -
--------- ---------- ----------
Total long-term
liabilities $ 78,091 ($ 78,091) $ -
PARTNER'S CAPITAL (DEFICIT):
General Partner ($ 16,786) $ 556,066 $ 539,280
Limited Partners, issued
and outstanding
91,711 units 1,072,102 4,554,346 5,626,448
--------- ---------- ---------
Total partners'
capital $1,055,316 $ 5,110,412 $6,165,728
--------- ---------- ---------
$1,244,944 $ 4,920,784 $6,165,728
========= ========== =========
F-136
NOTE A - Basis of presentation
The unaudited pro forma combined balance sheet as of December 31, 2006 is
presented as if the change in the basis of accounting from the going concern
basis to the liquidation basis occurred on December 31, 2006. The liquidation
basis of accounting reports the net assets of the partnerships at their net
realizable value.
NOTE B - Pro forma adjustments
Adjustments have been made to reduce all balance sheet categories into one
line, net assets of partnership in liquidation, which is an estimate of the net
fair value of all partnership assets and liabilities. Cash, accounts receivable,
and accounts payable have all been valued at their historical cost, which
approximates fair value. Oil and gas properties have been valued at their
estimated net sales price, which have been estimated utilizing discounted cash
flows based on strip pricing as of February 5, 2007 at a discount rate of 10%
for proved developed producing reserves, 18% for proved developed non-producing
reserves and 20% for proved undeveloped reserves. An adjustment has been made to
the discounted cash flows for the effects of gas balancing and asset retirement
obligations. A provision has also been made to account for expenses that will be
incurred directly related to the sale of the oil and gas properties. The
allocation of the net assets of partnership in liquidation to the General
Partner and limited partners was calculated using the current allocation of
income and expense, which may change.
F-137
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ---- -------
4.1 Agreement and Certificate of Limited Partnership dated July 22, 1987 for
the Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.2 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.2 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.3 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.3 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.4 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-A, filed as Exhibit 4.4 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.5 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.6 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.6 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
F-138
4.7 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-A filed as Exhibit 4.7 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.8 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-A, filed as
Exhibit 4.6 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.9 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-A, filed as Exhibit 4.7 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.10 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.8 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.11 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-A, filed as Exhibit 4.10 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.12 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership dated October 27, 2005 for Geodyne Energy Income Limited
Partnership II-A filed as Exhibit 4.12 to Annual Report on Form 10-K for
period ended December 31, 2005, filed with the SEC on March 29, 2006 and
is hereby incorporated by reference.
4.13 Agreement and Certificate of Limited Partnership dated October 14, 1987
for the Geodyne Energy Income Limited Partnership II-B, filed as Exhibit
4.9 to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.14 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-B, filed as Exhibit 4.10 to Annual Report on Form
10-K405 for
F-139
period ended December 31, 2001, filed with the SEC on February 26, 2002
and is hereby incorporated by reference.
4.15 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.11 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.16 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-B, filed as Exhibit 4.12 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.17 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.13 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-B filed as Exhibit 4.16 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.19 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.19 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.20 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-B, filed as
Exhibit 4.14 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.21 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-B, filed as Exhibit 4.15 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.22 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the
F-140
Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.23 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-B filed as Exhibit 4.20 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.24 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-B dated
October 27, 2005 filed as Exhibit 4.24 to Annual Report on Form 10-K for
period ended December 31, 2005, filed with the SEC on March 29, 2006 and
is hereby incorporated by reference.
4.25 Agreement and Certificate of Limited Partnership dated January 13, 1988
for the Geodyne Energy Income Limited Partnership II-C, filed as Exhibit
4.17 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.26 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.18 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.27 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.19 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.28 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-C, filed as Exhibit 4.20 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.29 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.21 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
F-141
4.30 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-C filed as Exhibit 4.26 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.31 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.31 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.32 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-C, filed as
Exhibit 4.22 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.33 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-C, filed as Exhibit 4.23 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.34 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-C, filed as Exhibit 4.24 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.35 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-C filed as Exhibit 4.30 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.36 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-C dated
October 27, 2005, filed as Exhibit 4.36 to Annual Report on Form 10-K
for period ended December 31, 2005, filed with the SEC on March 29, 2006
and is hereby incorporated by reference.
4.37 Agreement and Certificate of Limited Partnership dated May 10, 1988 for
the Geodyne Energy Income Limited Partnership II-D, filed as Exhibit
4.25 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the
F-142
SEC on February 26, 2002 and is hereby incorporated by reference.
4.38 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.26 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.39 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.27 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.40 Third Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-D, filed as Exhibit 4.28 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.41 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.29 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.42 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-D filed as Exhibit 4.36 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.43 Sixth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.43 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.44 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-D, filed as
Exhibit 4.30 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
F-143
4.45 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-D, filed as Exhibit 4.31 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.46 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-D, filed as Exhibit 4.32 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.47 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the Geodyne Energy Income
Limited Partnership II-D filed as Exhibit 4.40 to Annual Report on Form
10-K for period ended December 31, 2003, filed with the SEC on March 19,
2004 and is hereby incorporated by reference.
4.48 Fifth Amendment to Amended and Restated Certificate of Limited
Partnership of Geodyne Energy Income Limited Partnership II-D dated
October 27, 2005 filed as Exhibit 4.48 to Annual Report on Form 10-K for
period ended December 31, 2005, filed with the SEC on March 29, 2006 and
is hereby incorporated by reference.
4.49 Agreement and Certificate of Limited Partnership dated September 27,
1988 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.33 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.50 First Amendment to Amended and Restated Certificate of Limited
Partnership and First Amendment to Agreement and Certificate of Limited
Partnership dated February 24, 1993 for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.34 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.51 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.35 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.52 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.36 to Annual Report on Form 10-K405 for period
ended December
F-144
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.53 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-E, filed as Exhibit 4.37 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.54 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.38 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.55 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-E filed as Exhibit 4.47 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.56 Seventh Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership of Geodyne Energy Income Limited Partnership II-E
dated October 27, 2005 filed as Exhibit 4.56 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.57 Amended and Restated Certificate of Limited Partnership dated March 9,
1989 for the Geodyne Energy Income Limited Partnership II-E, filed as
Exhibit 4.39 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.58 Second Amendment to Amended and Restated Certificate of Limited
Partnership dated July 1, 1996, for the Geodyne Energy Income Limited
Partnership II-E, filed as Exhibit 4.40 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.59 Third Amendment to Amended and Restated Certificate of Limited
Partnership dated November 14, 2001, for the Geodyne Energy Income
Limited Partnership II-E, filed as Exhibit 4.41 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
4.60 Fourth Amendment to Amended and Restated Certificate of Limited
Partnership dated November 18, 2003, for the
F-145
Geodyne Energy Income Limited Partnership II-E filed as Exhibit 4.51 to
Annual Report on Form 10-K for period ended December 31, 2003, filed
with the SEC on March 19, 2004 and is hereby incorporated by reference.
4.61 Fifth Amendment to Amended and Restated Agreement and Certificate of
Limited Partnership dated October 27, 2005 for Geodyne Energy Income
Limited Partnership II-E filed as Exhibit 4.61 to Annual Report on Form
10-K for period ended December 31, 2005, filed with the SEC on March 29,
2006 and is hereby incorporated by reference.
4.62 Agreement and Certificate of Limited Partnership dated January 5, 1989
for the Geodyne Energy Income Limited Partnership II-F, filed as Exhibit
4.42 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.63 Certificate of Limited Partnership dated January 5, 1989, for the
Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.42a
to Annual Report on Form 10-K405 for period ended December 31, 2001,
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.64 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.43 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.65 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.44 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.66 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.45 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.67 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-F, filed as Exhibit 4.46 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
F-146
4.68 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-F, filed as Exhibit 4.48 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.69 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003, for the Geodyne Energy Income Limited
Partnership II-F filed as Exhibit 4.59 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.70 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005 for the Geodyne Energy Income Limited Partnership
II-F filed as Exhibit 4.70 to Annual Report on Form 10-K for period
ended December 31, 2005, filed with the SEC on March 29, 2006 and is
hereby incorporated by reference.
4.71 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.48 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.72 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-F, filed as
Exhibit 4.49 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.73 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-F filed
as Exhibit 4.62 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.74 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005 for the Geodyne Energy Income Limited Partnership II-F filed as
Exhibit 4.74 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
reference.
4.75 Agreement and Certificate of Limited Partnership dated April 10, 1989
for the Geodyne Energy Income Limited Partnership II-G, filed as Exhibit
4.50 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed
F-147
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.76 Certificate of Limited Partnership dated April 10, 1989, for the Geodyne
Energy Income Limited Partnership II-G, filed as Exhibit 4.51 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.77 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 24, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.52 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.78 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.53 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.79 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.54 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.80 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-G, filed as Exhibit 4.55 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.81 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-G, filed as Exhibit 4.56 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.82 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-G filed as Exhibit 4.70 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference..
4.83 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005 for the Geodyne Energy
F-148
Income Limited Partnership II-G filed as Exhibit 4.83 to Annual Report
on Form 10-K for period ended December 31, 2005, filed with the SEC on
March 29, 2006 and is hereby incorporated by reference.
4.84 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.57 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.85 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-G, filed as
Exhibit 4.58 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.86 Fourth Amendment to Certificate of Limited Partnership dated November
14, 2003, for the Geodyne Energy Income Limited Partnership II-G filed
as Exhibit 4.73 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.87 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005, for the Geodyne Energy Income Limited Partnership II-G filed as
Exhibit 4.87 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
reference.
4.88 Agreement and Certificate of Limited Partnership dated May 17, 1989 for
the Geodyne Energy Income Limited Partnership II-H, filed as Exhibit
4.59 to Annual Report on Form 10-K405 for period ended December 31,
2001, filed with the SEC on February 26, 2002 and is hereby incorporated
by reference.
4.89 Certificate of Limited Partnership dated May 17, 1989, for the Geodyne
Energy Income Limited Partnership II-H, filed as Exhibit 4.60 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
4.90 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement and Certificate of Limited Partnership dated
February 25, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.61 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
F-149
4.91 Second Amendment to Agreement and Certificate of Limited Partnership
dated August 4, 1993 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.62 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.92 Third Amendment to Agreement and Certificate of Limited Partnership
dated August 31, 1995 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.63 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.93 Fourth Amendment to Agreement and Certificate of Limited Partnership
dated July 1, 1996 for the Geodyne Energy Income Limited Partnership
II-H, filed as Exhibit 4.64 to Annual Report on Form 10-K405 for period
ended December 31, 2001, filed with the SEC on February 26, 2002 and is
hereby incorporated by reference.
4.94 Fifth Amendment to Agreement and Certificate of Limited Partnership
dated November 14, 2001 for the Geodyne Energy Income Limited
Partnership II-H, filed as Exhibit 4.65 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
4.95 Sixth Amendment to Agreement and Certificate of Limited Partnership
dated November 18, 2003 for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.81 to Annual Report on Form 10-K for
period ended December 31, 2003, filed with the SEC on March 19, 2004 and
is hereby incorporated by reference.
4.96 Seventh Amendment to Agreement and Certificate of Limited Partnership
dated October 27, 2005, for the Geodyne Energy Income Limited
Partnership II-H filed as Exhibit 4.96 to Annual Report on Form 10-K for
period ended December 31, 2005, filed with the SEC on March 29, 2006 and
is hereby incorporated by reference.
4.97 Second Amendment to Certificate of Limited Partnership dated July 1,
1996, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.66 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
4.98 Third Amendment to Certificate of Limited Partnership dated November 14,
2001, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.67 to Annual Report on Form 10-K405 for period ended December
31, 2001,
F-150
filed with the SEC on February 26, 2002 and is hereby incorporated by
reference.
4.99 Fourth Amendment to Certificate of Limited Partnership dated November
18, 2003, for the Geodyne Energy Income Limited Partnership II-H filed
as Exhibit 4.84 to Annual Report on Form 10-K for period ended December
31, 2003, filed with the SEC on March 19, 2004 and is hereby
incorporated by reference.
4.100 Fifth Amendment to Certificate of Limited Partnership dated October 27,
2005, for the Geodyne Energy Income Limited Partnership II-H, filed as
Exhibit 4.100 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.1 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-A, filed as Exhibit 10.1 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
10.2 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.2 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.3 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-A, filed as Exhibit 10.3 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.4 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-A, filed as Exhibit 10.4 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.5 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-A filed as Exhibit 10.5 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.6 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-A, filed as
Exhibit 10.6 to Annual Report on Form 10-K for period ended December 31,
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
reference.
F-151
10.7 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-B, filed as Exhibit 10.5 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
10.8 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.6 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.9 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-B, filed as Exhibit 10.7 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.10 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-B, filed as Exhibit 10.8 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.11 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-B filed as Exhibit 10.10 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.12 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-B, filed as
Exhibit 10.12 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference..
10.13 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-C, filed as Exhibit 10.9 to Annual Report on Form 10-K405
for period ended December 31, 2001, filed with the SEC on February 26,
2002 and is hereby incorporated by reference.
10.14 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.10 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.15 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-C, filed as Exhibit 10.11 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
F-152
10.16 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-C, filed as Exhibit 10.12 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.17 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-C filed as Exhibit 10.15 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.18 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-C, filed as
Exhibit 10.18 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.19 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-D, filed as Exhibit 10.13 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.20 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.14 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.21 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-D, filed as Exhibit 10.15 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.22 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-D, filed as Exhibit 10.16 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.23 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-D filed as Exhibit 10.20 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.24 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-D, filed as
Exhibit 10.24 to Annual Report on Form 10-K for period ended December
31,
F-153
2005, filed with the SEC on March 29, 2006 and is hereby incorporated by
reference.
10.25 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-E, filed as Exhibit 10.17 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.26 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.18 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.27 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-E, filed as Exhibit 10.19 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.28 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-E, filed as Exhibit 10.20 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.29 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-E filed as Exhibit 10.25 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.30 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-E, filed as
Exhibit 10.30 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.31 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-F, filed as Exhibit 10.21 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.32 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.22 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.33 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-F, filed as
F-154
Exhibit 10.23 to Annual Report on Form 10-K405 for period ended December
31, 2001, filed with the SEC on February 26, 2002 and is hereby
incorporated by reference.
10.34 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-F, filed as Exhibit 10.24 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.35 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-F filed as Exhibit 10.30 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.36 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-F, filed as
Exhibit 10.36 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.37 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-G, filed as Exhibit 10.25 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.38 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.26 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.39 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-G, filed as Exhibit 10.27 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.40 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-G, filed as Exhibit 10.28 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.41 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-G filed as Exhibit 10.35 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
F-155
10.42 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-G, filed as
Exhibit 10.42 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
10.43 Agreement of Partnership dated July 22, 1987 for the Geodyne Production
Partnership II-H, filed as Exhibit 10.29 to Annual Report on Form
10-K405 for period ended December 31, 2001, filed with the SEC on
February 26, 2002 and is hereby incorporated by reference.
10.44 First Amendment to Agreement of Partnership dated February 26, 1993 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.30 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.45 Second Amendment to Agreement of Partnership dated July 1, 1996 for the
Geodyne Production Partnership II-H, filed as Exhibit 10.31 to Annual
Report on Form 10-K405 for period ended December 31, 2001, filed with
the SEC on February 26, 2002 and is hereby incorporated by reference.
10.46 Third Amendment to Agreement of Partnership dated November 14, 2001 for
the Geodyne Production Partnership II-H, filed as Exhibit 10.32 to
Annual Report on Form 10-K405 for period ended December 31, 2001, filed
with the SEC on February 26, 2002 and is hereby incorporated by
reference.
10.47 Fourth Amendment to Agreement of Partnership dated November 18, 2003 for
the Geodyne Production Partnership II-H filed as Exhibit 10.40 to Annual
Report on Form 10-K for period ended December 31, 2003, filed with the
SEC on March 19, 2004 and is hereby incorporated by reference.
10.48 Fifth Amendment to Amended and Restated Agreement of Partnership dated
October 27, 2005, for the Geodyne Production Partnership II-H, filed as
Exhibit 10.48 to Annual Report on Form 10-K for period ended December
31, 2005, filed with the SEC on March 29, 2006 and is hereby
incorporated by reference.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-C.
F-156
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-G.
*23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited
Partnership II-H.
*31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-A.
*31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-B.
*31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-C.
*31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-D.
*31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
*31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-E.
F-157
*31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-F.
*31.13 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.14 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-G.
*31.15 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*31.16 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a)
for the Geodyne Energy Income Limited Partnership II-H.
*32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-A.
*32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-B.
*32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-C.
*32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-D.
*32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-E.
*32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-F.
F-158
*32.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-G.
*32.8 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy
Income Limited Partnership II-H.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-159