10-K 1 pdc10k00b041.htm CONFORMED COPY

CONFORMED COPY

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

[X]ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number  333-41977-10

[] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transaction period from         to         

PDC 2000-B LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

   West Virginia        

(State or other jurisdiction of

incorporation or organization)

55-0773050

(I.R.S. Employer

Identification No.)

103 East Main Street, Bridgeport, West Virginia  26330

(Address of principal executive offices)     (zip code)


Registrant's telephone number, including area code          (304) 842-3597

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:  NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

General and Limited Partnership Interests

(Title of class)

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 and (2) has been subject to such filing requirements for the past 90 days.   Yes    No   X

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will 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.  [  ]

Indicate by check mark whether the registrant is an accelerated filer (as definition in Rule 12b-2 of the Exchange Act). Yes   No X 

There is no trading market for the registrant's securities.


PART I

ITEM 1.  BUSINESS.

General

     PDC 2000-B Limited Partnership ("the Partnership") is a limited partnership formed on September 13, 2000 pursuant to the West Virginia Uniform Limited Partnership Act.  Petroleum Development Corporation ("PDC") serves as Managing General Partner of the Partnership.

     Since the commencement of operations on September 13, 2000, the Partnership has been engaged in onshore, domestic gas exploration exclusively in the Michigan Basin and the Rocky Mountain Region. Three limited partners contributed $130,000; a total of 456 additional general partners contributed initial capital of $11,472,809; and PDC (Managing General Partner) contributed $2,523,611 in capital as a participant in accordance with contribution provisions of the Limited Partnership Agreement (the Agreement). During 2001, in accordance with the Partnership Agreement, all Additional General Partners were converted to Limited Partners

     Under the terms of the Agreement, the allocation of revenues is as follows:

Allocation

of Revenues

Additional General and Limited Partners

80%

Managing General Partner

20%

     Operating and direct costs are allocated and charged to the additional general and limited partners and the Managing General Partner in the same percentages as revenues are allocated.  Leasehold, drilling and completion costs, and equipment costs are borne 80% by the additional general and limited partners and 20% by the Managing General Partner. See Footnote 4 of financial statements for a complete description of the allocation of Partnership revenue and costs.

Employees

     The Partnership has no employees, however, PDC has approximately 120 employees which include a staff of geologists, petroleum engineers, landmen and accounting personnel who administer all of the Partnership's operations.

Plan of Operations

     The Partnership participated in the drilling of 27 gross (19.99 net) wells and will continue to operate and produce its 25 gross productive wells. The Partnership does not have unexpended initial capital and no additional drilling activity is planned.

     See Item 2 herein for information concerning the Partnership's wells.

Markets for Oil and Gas

     The availability of a market for any oil and gas produced from the operations of the Partnership will depend upon a number of factors beyond the control of the Partnership which cannot be accurately predicted.  These factors include the proximity of the Partnership wells to and the capacity of natural gas pipelines, the availability and price of competitive fuels, fluctuations in seasonal supply and demand, and government regulation of supply and demand created by its pricing and allocation restrictions.  Oversupplies of gas can be expected to occur from time to time and may result in the Partnership's wells being shut-in or curtailed.  Increased imports of oil and natural gas have occurred and are expected to continue.  The effects of such imports could adversely impact the market for domestic oil and natural gas. All oil and natural gas is sold under contracts based on market sensitive indexes that vary from month to month. No fixed price contracts are in place. The Partnership sold oil and natural gas to several entities of which three customers accounted for 31.5%, 29.6% and 26.8% of the Partnership's total oil and natural gas sales for the year ended December 31, 2004, 30.1%, 25.3% and 18.6% for the year ended December 31, 2003 and 24.0%, 21.0% and 24.6% for the year ended December 31, 2002.

2


Derivatives and Hedging Activities

     The Managing General Partner, through its subsidiary Riley Natural Gas, has been in the gas marketing business since 1986. During that time period, the Managing General Partner has utilized and continues to utilize commodity based derivative instruments as hedges to manage a portion of the Partnership's exposure to price volatility stemming from natural gas production.  These instruments consist of NYMEX-traded natural gas futures and option contracts for Michigan production, and CIG (Colorado Interstate Gas Index)-based contracts for Colorado production and NYMEX traded oil futures and option contracts for Colorado oil production.  The contracts hedge committed and anticipated natural gas sales, generally forecasted to occur within a 24 month period. The Managing General Partner does not hold or issue derivatives for trading or speculative purposes and permits utilization of hedges only if there is an underlying physical position.  See "Commodity Price Risk" under Item 7A.

     Notwithstanding the measure taken by the Managing General Partner to attempt to control price risk, the Partnership remains subject to price fluctuations for natural gas and oil sold in the spot market.  The Managing General Partner continues to evaluate the potential for reducing these risks by entering into hedge transactions.  In addition, the Managing General Partner may also close out any portion of hedges that may exist from time to time.

 

Competition

     The Partnership competes in marketing its gas with numerous companies and individuals, many of which have financial resources, staffs and facilities substantially greater than those of the Partnership or Petroleum Development Corporation.

State Regulations

     State regulatory authorities have established rules and regulations requiring permits for well operations, reclamation bonds and reports concerning operations.  States also have statutes and regulations concerning the spacing of wells, environmental matters, and conservation, and have established regulations concerning the unitization and pooling of oil and gas properties and maximum rates of production from oil and gas wells.  The Partnership believes it has complied in all material respects with applicable state regulations.  The Partnership estimates it has spent approximately $2,774 and $3,800 in 2004 and 2003, respectively, to comply with federal and state regulations.

Federal Regulations

     Regulation of Liquid Hydrocarbons.  Liquid hydrocarbons (including crude oil and natural gas liquids) were subject to federal price and allocation controls until January 1981 when controls were effectively eliminated by executive order of the President.  As a result, to the extent the Partnership sells oil produced from its properties, those sales are at unregulated market prices.

     Although it appears unlikely under present circumstances that controls will be reimposed upon liquid hydrocarbons, it is possible Congress may enact such legislation at a future date.

     Natural Gas Regulation.  Sale of natural gas by the Partnership is subject to regulation of production, transportation and pricing by governmental regulatory agencies.  Generally, the regulatory agency in the state where a producing well is located regulates production activities and, in addition, the transportation of gas sold intrastate.  The Federal Energy Regulatory Commission (FERC) regulates the operation and cost of interstate pipeline operators who transport gas.  Currently the price of gas sold by the Partnership is not regulated by any state or federal agency.

     Proposed Regulation.  Numerous proposals concerning energy are being considered by the United States Congress, various state legislatures and regulatory agencies.  The possible outcome and effect of these proposals cannot be accurately predicted.

     Environmental and Safety Regulation.  The Partnership believes that it complies, in all material respects, with all legislation and regulations affecting its operations in the drilling and production of oil and gas wells and the discharge of wastes.  To date, compliance with such provisions and regulations has not had a material effect upon the Partnership's expenditures for capital equipment, its operations or its competitive position.  The cost of such compliance is not anticipated to be material in the future.

                                                                                                       3

ITEM 2.  PROPERTIES.

Drilling Activity

     The following table sets forth the results of the Partnership's drilling activity from September 13, 2000 (date of inception) to December 31, 2004. All of the Partnership's wells drilled and producing are located in Michigan and Colorado.

                                Development Wells                                              

              Gross Wells               

               Net Wells            

Productive

Dry

Total

Productive

Dry

Total

25

2

27

18.00

1.99

19.99

     The Partnership has not participated in any exploratory wells.  No additional drilling activity is planned.

Production

See "Management's Discussion and Analysis" on page 5 for Partnership production.

Reserves

See "Footnote 8" to the Partnership's financial statements for the Partnership's oil and gas reserves.

Summary of Productive Wells

     The table below shows the number of the Partnership's gross and net wells by area of operation as of December 31, 2004.

Location

Gross

    Net

Michigan Basin

10

5.47

Rocky Mountain Region

15

12.53

   Total

25

18.00

     A "productive well" is a well producing, or capable of producing, oil and gas in commercial quantities.  For purposes of the above table, a "gross well" is one in which the Partnership has a working interest and a "net well" is a gross well multiplied by the Partnership's working interest to which it is entitled under its drilling agreement.

Title to Properties

     The Partnership's interests in producing acreage are in the form of assigned direct interests in leases.  Such properties are subject to customary royalty interests generally contracted for in connection with the acquisition of properties, and could be subject to liens incident to operating agreements, liens for current taxes and other burdens.  The Partnership believes that none of these burdens materially interfere with the use of such properties in the operation of the Partnership's business.

     As is customary in the oil and gas industry, little or no investigation of title is made at the time of acquisition of undeveloped properties (other than a preliminary review of local mineral records).  Investigations are generally made, including in most cases receiving a title opinion of legal counsel, before commencement of drilling operations.  A thorough examination of title has been made with respect to all of the Partnership's producing properties and the Partnership believes that it has generally satisfactory title to such properties.

ITEM 3.  LEGAL PROCEEDINGS.

     The Managing General partner as driller/operator is not party to any legal action that would materially affect the Managing General Partner's or Partnership's business, financial condition, results of operations or liquidity.

                                                                                      4         

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     NOT APPLICABLE

PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     At December 31, 2000, PDC 2000-B Limited Partnership had one Managing General Partner, 3 Limited Partners who fully paid for 6.5 units at $20,000 per unit of limited partnership interests and a total of 456 Additional General Partners who fully paid for 573.64 units at $20,000 per unit of additional general partnership interests.  During 2001 in accordance with the Partnership Agreement, all Additional General Partners were converted to Limited Partners.  At December 31, 2004, the Partnership had one Managing General Partner and 459 limited partners who paid for 580.14 units at $20,000 per unit.  No established public trading market exists for the interests.

     Limited and additional general partnership interests are transferable, however no assignee of an interest in the Partnership can become a substituted partner without the written consent of the transferor and the Managing General Partner. There is no established trading market for the securities of the Partnership.

ITEM 6.  SELECTED FINANCIAL DATA.

     The selected financial data presented below has been derived from audited financial statements of the Partnership appearing elsewhere herein.

         Years ended December 31,

     2004

     2003

2002

Oil and Gas Sales

$1,685,693

$1,602,204 

$1,407,131 

Costs and Expenses

1,061,422 

1,147,903 

1,462,854 

Cumulative Effect of Change in Accounting Principle

(2,134)

Net income (loss)

624,892 

452,857 

(54,147)

Allocation of Net income (loss)

 Managing General Partner

124,978 

90,571 

(10,829)

 Limited and Additional General Partners

499,914 

362,286 

(43,318)

 Per Limited and Additional General Partner Unit

862 

624 

(75)

Total Assets

 9,029,376 

 9,557,690 

10,289,132 

Distributions:

 Managing General Partner

234,007 

237,338 

202,437 

 Limited and Additional General Partners

936,028 

949,351 

809,746 

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Liquidity and Capital Resources

     The Partnership was funded on September 13, 2000 with initial Limited and Additional General Partner contributions of $11,602,809 and the Managing General Partner's cash contribution of $2,523,611 in accordance with the Agreement. After payment of syndication costs of $1,218,295 and a one-time management fee to the Managing General Partner of $290,070, the Partnership had available cash of $12,618,055 for Partnership activities.

     The Partnership began exploration and development activities subsequent to the funding of the Partnership and completed these activities by December 31, 2001. Twenty-seven wells have been drilled of which 25 are productive as of December 31, 2004. No additional wells will be drilled.

     The Partnership had net working capital at December 31, 2004 of $377,160.

                                                                       

     Operations are expected to be conducted with available funds and revenues generated from oil and gas activities.  No bank borrowings are anticipated. 

                                                                           

                                                                                                 5

Results of Operations

 

2004 Results Compared to 2003

     Oil and gas sales for the year ended December 31, 2004 were $1,685,693 compared to $1,602,204 for the year ended December 31, 2003.  For the year ended December 31, 2004, the Partnership sold 215,952 Mcf of gas and 13,893 barrels of oil at average sales prices of $5.43 and $36.87, respectively.  This compared with 266,789 Mcf of gas and 15,532 barrels of oil sold at average sales prices of $4.26 and $29.96, respectively for the year ended December 31, 2003. Lifting cost per Mcfe in 2004 amounted to $1.43 as compared to $1.30 for 2003. This increase is partially attributed to the increase in severance and property taxes.  The fixed costs of operations and well maintenance are allocated to lower production volumes, therefore increasing the lifting cost per Mcfe.  Depreciation, depletion and amortization decreased from $669,465 for the year ended December 31, 2003 to $623,123 for the year ended December 31, 2004 as a result of lower volumes of natural gas and oil sold.  Cash distributions to the partners amounted to $1,170,035 in 2004.

2003 Results Compared to 2002

     Oil and gas sales for the year ended December 31, 2003 were $1,602,204 compared to $1,407,131 for the year ended December 31, 2002. For the year ended December 31, 2003, the Partnership sold 266,789 Mcf of gas and 15,532 barrels of oil at average prices of $4.26 and $29.96, respectively. This compared with 356,581 Mcf of gas and 21,406 barrels of oil at average sales prices of $2.44 and $25.13, respectively for the year ended December 31, 2002. Lifting cost per Mcf in 2003 amounted to $1.30 as compared to $0.94 for 2002. This increase is partially attributed to the increase in severance and property taxes. The fixed costs of operations and well maintenance are allocated to lower production volumes, therefore increasing the lifting cost per Mcfe. Depreciation, depletion and amortization decreased from $995,767 for the year ended December 31, 2002 to $669,465 for the year ended December 31, 2003 as a result of lower volumes of natural gas and oil sold. Cash distributions to the partners amounted to $1,186,689 in 2003.

     The Partnership's revenues from oil and natural gas sales will be affected by changes in prices. As a result of changes in federal regulations, gas prices are highly dependent on the balance between supply and demand. The Partnership's gas sales prices are subject to increase and decrease based on various market sensitive indices.

Critical Accounting Policies and Estimates

     Certain accounting policies are very important to the portrayal of the Partnership's financial condition and results of operations and require management's most subjective or complex judgments. In applying those policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of certain estimates. Those estimates are based on our historical experience, our observance of trends in the industry, and information available from other outside sources, as appropriate. For a more detailed discussion on the application of these and other accounting policies, see "Note 1 - Summary of significant account policies" in our financial statements and related notes. The Partnership's critical accounting policies and estimates are as follows:

Revenue Recognition

Sales of natural gas are recognized when natural gas has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured and the sales price is fixed or determinable.  Natural gas is sold by the Managing General Partner under contracts with terms ranging from one month to three years.  Virtually all of the Managing General Partner's contracts pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of natural gas and prevailing supply and demand conditions, so that the price of the natural gas fluctuates to remain competitive with other available natural gas supplies.  As a result, the Partnership's revenues from the sale of natural gas will suffer if market prices decline and benefit if they increase.  The Managing General Partner believes that the pricing provisions of its natural gas contracts are customary in the industry.

                                                                             6

The Managing General Partner currently uses the "Net-Back" method of accounting for transportation arrangements of natural gas sales.  The Managing General Partner sells gas at the wellhead and collects a price and recognizes revenues based on the wellhead sales price since transportation costs downstream of the wellhead are incurred by the Managing General Partner's customers and reflected in the wellhead price.

Sales of oil are recognized when persuasive evidence of a sales arrangement exists, the oil is verified as produced and is delivered in a stock tank, collection of revenue from the sale is reasonably assured and the sales price is determinable.  The Partnership is currently able to sell all the oil that it can produce under existing sales contracts with petroleum refiners and marketers.  The Partnership does not refine any of its oil production.  The Partnership's crude oil production is sold to purchasers at or near the Partnership's wells under short-term purchase contracts at prices and in accordance with arrangements that are customary in the oil industry.

 

Accounting for Derivatives Contracts at Fair Value

     The Partnership uses derivative instruments to manage its commodity and financial market risks. Accounting requirements for derivatives and hedging activities are complex; interpretation of these requirements by standard-setting bodies is ongoing.

     Derivatives are reported on the Balance Sheets at fair value. Changes in fair value of derivatives that are not designated as accounting hedges are recorded in earnings.

    The measurement of fair value is based on actively quoted market prices, if available. Otherwise, the Partnership seeks indicative price information from external sources, including broker quotes and industry publications. If pricing information from external sources is not available, measurement involves judgment and estimates. These estimates are based on valuation methodologies considered appropriate by the Partnership's management.

     For individual contracts, the use of different assumptions could have a material effect on the contract's estimated fair value. In addition, for hedges of forecasted transactions, the Partnership must estimate the expected future cash flows of the forecasted transactions, as well as evaluate the probability of the occurrence and timing of such transactions. Changes in conditions or the occurrence of unforeseen events could affect the timing of recognition in earnings for changes in fair value of certain hedging derivatives.

Use of Estimates in Long-Lived Asset Impairment Testing

Impairment testing for long-lived assets and intangible assets with definite lives is required when circumstances indicate those assets may be impaired.  In performing the impairment test, the Partnership would estimate the future cash flows associated with individual assets or groups of assets.  Impairment must be recognized when the undiscounted estimated future cash flows are less than the related asset's carrying amount.  In those circumstances, the asset must be written down to its fair value, which, in the absence of market price information, may be estimated as the present value of its expected future net cash flows, using an appropriate discount rate.  Although cash flow estimates used by the Partnership are based on the relevant information available at the time the estimates are made, estimates of future cash flows are, by nature, highly uncertain and may vary significantly from actual results.

Oil and Gas Properties

     Exploration and development costs are accounted for by the successful efforts method.

      The Partnership assesses impairment of capitalized costs of proved oil and gas properties by comparing net capitalized costs to undiscounted future cash flows on a field-by-field basis using expected prices. Prices utilized in each year's calculation for measurement purposes and expected costs are held constant throughout the estimated life of the properties. If net capitalized costs exceed undiscounted future net cash flow, the measurement of impairment is based on estimated fair value which would consider future discounted cash flows.

Property acquisition costs are capitalized when incurred.  Geological and geophysical costs and delay rentals are expensed as incurred.  The costs of drilling exploratory wells are capitalized pending determination of whether the wells have discovered economically producible reserves.  If reserves are not discovered, such costs are expensed as dry holes. Development costs, including equipment and intangible drilling costs related to both producing wells and developmental dry holes, are capitalized.

                                                                                       7

Unproved properties and leases are written-off to expense when it is determined that they will expire to be abandoned.

Costs of proved properties, including leasehold acquisitions, exploration and development costs and equipment, are depreciated and depleted by the unit-of-production method based on estimated proved developed oil and gas reserves.

Upon sale or retirement of complete fields of depreciable or depletable property, the book value thereof, less proceeds or salvage value, is credited or charged to income.  Upon sale of a partial unit of property, the proceeds are credited to accumulated depreciation and depletion.

 

New Accounting Standards

In June 2001, the Financial Accounting Standard Board issued FASB No. 143, "Accounting for Asset Retirement Obligations" that requires entities to record the fair value of a liability for an asset retirement obligation in the period which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset.  This statement is effective for fiscal years beginning after June 15, 2002.  The Partnership adopted FASB No. 143 on January 1, 2003, and recorded a net asset of $5,050 and a related liability of $7,184 (using a 6% discount rate) and a cumulative effect on change in accounting principle on prior years of $2,134.

Item 7A.  Quantitative and Qualitative Disclosure About Market Risk.

Market-Sensitive Instruments and Risk Management

     The Partnership's primary market risk exposure is commodity price risk.  This exposure is discussed in detail below:

Commodity Price Risk

     The Managing General Partner utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price risk from its oil and natural gas sales.  These instruments consist of NYMEX-traded natural gas futures contracts and option contracts for Michigan production and for CIG-based contracts traded by JP Morgan for Colorado production.  These hedging arrangements have the effect of locking in for specified periods (at predetermined prices or ranges of prices) the prices the Managing General Partner will receive for the volume to which the hedge relates.  As a result, while these hedging arrangements are structured to reduce Partnership's exposure to changes in price associated with the hedged commodity, they also limit the benefit the Partnership might otherwise have received from price changes associated with the hedged commodity.  The Partnership's policy prohibits the use of natural gas future and option contracts for speculative purposes.

     The following tables summarize the open futures and options contracts for the Partnership as of December 31, 2004 and 2003.

Commodity

Type

Quantity

Weighted

Total

Fair

Gas-Mmbtu

Average

Contract

Market

 

 

Oil-Barrels

Price

Amount

Value

Total Contracts as of December 31, 2004

Natural Gas

Purchase

1,489

6.63

9,881

(567)

 Natural Gas

Floors

62,862

4.59

-    

10,342 

Natural Gas

Ceilings

31,431

5.62

-    

(25,119)

Oil

Floors

6,249

32.30

201,830

5,324 

Oil

Ceilings

3,124

40.00

124,972

(16,900)

Contracts maturing in 12 months following December 31, 2004

Natural Gas

Purchase

1,489

6.63

9,881

(567)

 Natural Gas

Floors

62,862

4.59

-    

10,342 

Natural Gas

Ceilings

31,431

5.62

-    

(25,119)

Oil

Floors

6,249

32.30

201,830

5,324 

Oil

Ceilings

3,124

40.00

124,972

(16,900)

                 

                                                                                  8

Prior Year Total Contracts as of December 31, 2003

Natural Gas

Sale

1,742

5.40

9,409

(1,305)

Natural Gas

Purchase

1,494

4.77

7,124

991 

Natural Gas

Floors

52,014

3.73

-    

300 

Natural Gas

Ceilings

46,787

5.18

-    

(4,396)

                   

 The maximum term over which the Partnership is hedging exposure to the variability of cash flows for commodity price risk is 12 months.

     

The average NYMEX closing price for natural gas for the years 2004, 2003 and 2002 was $6.14 per Mmbtu, $5.39 per Mmbtu and $3.22 per Mmbtu.  The average NYMEX closing price for oil for the years 2004, 2003 and 2002 was $41.44 per bbl, $30.98 per bbl and $26.98 per bbl. The average CIG closing price for natural gas for the years 2004, 2003 and 2002 was $5.17 per Mmbtu, $4.04 per Mmbtu and $1.97 per Mmbtu.  Future near-term gas prices will be affected by various supply and demand factors such as weather, government and environmental regulations and new drilling activities within the industry.

Disclosure of Limitations

     As the information above incorporates only those exposures that exist at December 31, 2004, it does not consider those exposures or positions which could arise after that date. As a result, the Partnership's ultimate realized gain or loss with respect to commodity price fluctuations will depend on the exposures that arise during the period, the Partnership's hedging strategies at the time and commodity prices at the time.

PART III

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA:

     The response to this Item is set forth herein in a separate section of this Report, beginning on Page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

        FINANCIAL DISCLOSURE.

     NONE.

ITEM 9A CONTROLS AND PROCEDURES

     Under the supervision and with the participation of the Managing General Partner's management, including the Managing General Partner's Chief Executive Officer and Chief Financial Officer, the Managing General Partner has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Exchange Act Rule 13a-14(c)) as of the end of the period covered by this annual report on Form 10-K, and, based on their evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective in all material respects, including those to ensure that information required to be disclosed in reports filed or submitted under the Securities Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in the Commission's rules and forms, and is accumulated and communicated to management, including the Managing General Partner's Chief Executive Officer and Chief Financial Officer, as appropriate to allow for timely disclosure. There have been no significant changes in our internal controls or in other factors that could significantly affect these controls in the fourth quarter and subsequent to the date of their evaluation.

 

ITEM 9B.  OTHER INFORMATION

     NONE

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

     The Partnership has no directors or executive officers.  The partnership is managed by Petroleum Development Corporation (the Managing General Partner). Petroleum Development Corporation's common stock is traded in the NASDAQ National Market and Form 10-K for 2004 has been filed with the Securities and Exchange Commission.

 

                                                                                  9

     Although the Partnership has no Code of Ethics, Petroleum Development Corporation, the Managing General Partner of the Partnership, has a Code of Ethics that applies to its senior executive officers.  The Code of Ethics is posted on the website of Petroleum Development Corporation at www.petd.com.

 

ITEM 11.  EXECUTIVE COMPENSATION.

        NON-APPLICABLE.

                                                                                                                                                                                    

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, MANAGEMENT AND RELATED STOCHOLDER MATTERS.

        NON-APPLICABLE.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Pursuant to the authorization contained in the Limited Partnership Agreement, PDC receives fees for services rendered and reimbursement of certain expenses from the Partnership.  See respective drilling prospectus for further information regarding the Limited Partnership Agreement. The following table presents compensation or reimbursements by the Partnership to PDC or other related parties for the years ended December 31, 2004, 2003 and 2002.

2004

2003

2002  

Lifting cost

$428,812

466,347

456,134

Tax return preparation

4,400

4,400

5,550

Direct administrative cost

1,066

3,799

1,867

 

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     For the years ended December 31, 2004 and 2003, the Partnership paid KPMG LLP $3,565 and $3,461, respectively, for professional services for the audit of the Partnership's financial statements in its Form 10-K and review of financial statements included in the Partnership's Form 10-Qs.

Pre-Approval Policies and Procedures

 

     The Sarbanes-Oxley Act of 2002 requires that all services provided to the Partnership by its independent accountants be subject to pre-approval by the Audit Committee or authorized members of the Committee. The Partnership does not have an Audit Committee, the Managing General Partner's Audit Committee also serves for the Partnership.  The Audit Committee has adopted policies and procedures for pre-approval of all audit services and non-audit services to be provided by the Partnership's independent accountants. Services necessary to conduct the annual audit must be pre-approved by the Audit Committee or by the authorized Audit Committee member.  Actual fees incurred for all services performed by the independent accountant will be reported to the Audit Committee after the services are fully performed.

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

                        (1)       Financial Statements

                                    See Index to Financial Statements on F-2

                       

(2)       Financial Statement Schedules

                                See Index to Financial Statements on page F-2.  All financial statement schedules are omitted because they are not required, inapplicable, or the information is included in the Financial Statements or Notes thereto.

               

                                                                                       10

   (3)         Exhibits

 

4.1

Form of Limited Partnership Agreement (incorporated by reference to Appendix A to Form S-1, SEC File No. 333-41977, and Rule 424 final prospectus, dated June 8, 2000, of PDC 2000 Drilling Program, filed with the SEC on June 12, 2000).

                                                                                            

 

14

Code of Ethics of Petroleum Development Corporation (incorporated by reference to the posted code on the web site of Petroleum Development Corporation at www.petd.com).

 

31.1

Rule 13a-14(a)/15d-14(c) Certification of Chief Executive Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.

 

31.2

Rule 13a-14(a)/15d-14(c) Certification of Chief Financial Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.

 

32.1

Title 18 U.S.C. Section 1350 (Section 906 of Sarbanes-Oxley Act of 2002) Certifications by Chief Executive Officer and Chief Financial Officer of Petroleum Development Corporation, the managing general partner of the Limited Partnership.

 

11

CONFORMED COPY

SIGNATURES

     Pursuant to the requirements of Section 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 authorized.

PDC 2000-B Limited Partnership

By its Managing General Partner                                                      Petroleum Development

Corporation

By /s/ Steven R. Williams     

   Steven R. Williams, Chairman

April 19, 2005

     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 and on the dates indicated:

    Signature

Title

Date

/s/ Steven R. Williams

    Steven R. Williams

Chairman, Chief Executive Officer and

 Director

April 19, 2005

/s/ Darwin L. Stump

    Darwin L. Stump

Chief Financial Officer and Treasurer

(principal financial and accounting officer)

April 19, 2005

 

/s/ Thomas E. Riley

    Thomas E. Riley

President and Director

April 19, 2005

/s/ Donald B. Nestor

    Donald B. Nestor

Director

April 19, 2005

/s/ Vincent F. D'Annunzio

    Vincent F. D'Annunzio

Director

April 19, 2005

12

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Financial Statements for Annual Report

on Form 10-K to Securities and Exchange

Commission

Years Ended December 31, 2004, 2003 and 2002

(With Independent Registered Public Accounting Firm's Report Thereon)

F-1


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Index to Financial Statements

Report of Independent Registered Public Accounting Firm

F-3

Balance Sheets - December 31, 2004 and 2003

F-4

Statements of Operations - Years ended December 31, 2004, 2003 and 2002

F-5

Statements of Partners' Equity and Comprehensive Income  (Loss) -

   Years ended December 31, 2004, 2003 and 2002

F-6

Statements of Cash Flows - Years ended December 31, 2004, 2003 and 2002

F-7

Notes to Financial Statements

F-8

All financial statement schedules have been omitted because they are not applicable or not required or the required information is shown in the financial statements or notes thereto.

F-2

Report of Independent Registered Public Accounting Firm

To the Partners

PDC 2000-B Limited Partnership:

We have audited the accompanying balance sheets of PDC 2000-B Limited Partnership (a West Virginia limited partnership) as of December 31, 2004 and 2003, and the related statements of operations, partners' equity and comprehensive income (loss), and cash flows for each of the years in the three-year period ended December 31, 2004. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits 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.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of PDC 2000-B Limited Partnership as of December 31, 2004 and 2003, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2004, in conformity with U.S. generally accepted accounting principles. 

As discussed in note 1 to the financial statements, the Partnership adopted the provisions of Statement of Financial Accounting Standards No. 143, "Accounting for Asset Retirement Obligations", in 2003.

KPMG LLP

Pittsburgh, Pennsylvania

April 19, 2005

F-3


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Balance Sheets

December 31, 2004 and 2003

Assets

2004

2003

Current assets:

   Cash

$       55,357 

$       58,244 

   Accounts receivable - oil and gas revenues

    376,259 

    278,563 

        Total current assets

431,616 

336,807 

Oil and gas properties, successful efforts method

  (notes 3 and 6):

     Oil and gas properties

12,525,040 

12,525,040 

     Less accumulated depreciation,

      depletion and amortization


  3,927,280
 


  3,304,157
 

  8,597,760 

  9,220,883 

$  9,029,376 

$  9,557,690 

Liabilities and Partners' Equity

Current liabilities:

     Accrued expenses

$       54,456 

$       15,572 

        Total current liabilities

54,456 

15,572 

Asset retirement obligation

        8,070 

        7,615 

 

 

Partners' equity

 8,966,850 

 9,534,503 

 

$  9,029,376 

$  9,557,690 

See accompanying notes to financial statements.

F-4


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Statements of Operations

Years Ended December 31, 2004, 2003, and 2002

Revenues:

2004

2003

2002

    Sales of oil and gas

$1,685,693

$1,602,204 

$1,407,131 

    Interest income

     621

     (690)

       1,576 

1,686,314

1,602,894 

1,408,707 

Expenses (note 3):

    Lifting costs

428,812

466,347 

456,134 

    Independent engineering fee

 - 

 - 

176 

    Independent audit fee

3,565 

3,461 

3,360 

    Tax return preparation

4,400 

4,400 

5,550 

    Direct administrative cost

1,522 

4,230 

1,867 

    Depreciation, depletion and amortization

   623,123 

   669,465 

  995,767 

1,061,422 

1,147,903 

1,462,854 

          Income (loss) before cumulative

             effect of change in accounting principle

$    624,892 

$    454,991 

   (54,147)

          Cumulative effect of change in accounting

            principle


          -                  


     (2,134
)


            -   
 

          Net income (loss)

$   624,892 

$   452,857 

 $(54,147)

          Net income (loss) per limited and

            additional general partner unit before

            cumulative effect of change in

            accounting principle




$          862




$          627 




          (75)

        Cumulative effect of change in accounting

           principle


           -


           (3
)


            -   
 

 

 

 

          Net income (loss) per limited and

            additional general partner unit


$        862 


$         624 


$        (75)

See accompanying notes to financial statements.

F-5


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Statements of Partners' Equity and Comprehensive Income (Loss)

Years Ended December 31, 2004, 2003 and 2002



Limited

Partners


Managing

General

Partner

Accumulated

Other

Comprehensive

Income (Loss)




Total

Balance December 31, 2001

$9,071,260 

2,267,815 

       -    

11,339,075 

Distributions to partners

(809,746)

(202,437)

(1,012,183)

Comprehensive loss:

 Net loss

(43,318)

(10,829)

(54,147)

Changes in fair value of outstanding

  hedging positions


(10,059)

Reclassification adjustment or settled contracts

 included in net income (loss)

       -     

Other comprehensive loss

(10,059) 

     (10,059)

Comprehensive loss

                

                

              

    (64,206)

Balance December 31, 2002

8,218,196 

2,054,549 

  (10,059)

10,262,686 

Distribution to partners

(949,351)

(237,338)

-     

(1,186,689)

Comprehensive income:

  Net Income

362,286 

90,571 

-     

452,857  

Changes in fair value of outstanding

  hedging positions

-     

-     

5,512 

-     

Reclassification adjustment for settled

  contracts included in net income (loss)


-     


-     


      137 



Other comprehensive income

          -     

          -     

     5,649 

       5,649 

Comprehensive Income

          -     

           -     

         -         

   458,506 

Balance December 31, 2003

7,631,131

1,907,782 

   (4,410)

9,534,503 

Distribution to partners

(936,028)

(234,007)

-    

(1,170,035)

Comprehensive income:

  Net Income

499,914

124,978

-    

624,892

Changes in fair value of outstanding

  hedging positions

-    

-    

(49,917)

-    

Reclassification adjustment for settled

  contracts included in net income (loss)

-    

-    

    27,407 

-    

Other comprehensive loss

-    

-    

(22,510)

(22,510)

Comprehensive income:

              -    

         -    

         -    

602,382

 

Balance December 31, 2004

$7,195,017

1,798,753

(26,920)

8,966,850

See accompanying notes to financial statements.

F-6

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Statements of Cash Flows

Years Ended December 31, 2004, 2003 and 2002

2004

2003

2002

Cash flows from operating activities:

   Net income (loss)

$  624,892 

  452,857 

  (54,147)

   Adjustments to reconcile net income (loss) to

     net cash provided from operating activities:

      Depreciation, depletion and amortization

623,123 

669,465 

995,767 

      Cumulative effect of change in accounting principle

2,134 

      Accretion of asset retirement obligation

455 

431 

      Changes in operating assets and liabilities:

        Decrease (increase) in accounts receivable - oil and

         gas revenues


(82,332)


50,895 


61,195 

        Increase (decrease) in accrued expenses

       1,010 

       1,543 

   (1,912)

         Net cash provided from

         operating activities


1,167,148 


1,177,325 


1,000,903 

Cash flows used by financing activities:

      Distributions to partners

(1,170,035)

(1,186,689)

(1,012,183)

          Net cash used by financing activities

(1,170,035)

(1,186,689)

(1,012,183)

Net decrease in cash

(2,887)

( 9,364)

(11,280)

Cash at beginning of period

     58,244

     67,608 

   78,888 

Cash at end of period

$     55,357

     58,244 

  67,608 

See accompanying notes to financial statements.

F-7


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

December 31, 2004, 2003 and 2002

(1)    Summary of Significant Accounting Policies

       Partnership Financial Statement Presentation Basis

The financial statements include only those assets, liabilities and results of operations of the partners which relate to the business of PDC 2000-B Limited Partnership (the Partnership).  The statements do not include any assets, liabilities, revenues or expenses attributable to any of the partners' other activities.  Petroleum Development Corporation ("PDC") serves as Managing General Partner of the Partnership.

Oil and Gas Properties

The Partnership follows the successful efforts method of accounting for the cost of exploring for and developing oil and gas reserves.  Under this method, costs of development wells, including equipment and intangible drilling costs related to both producing wells and developmental dry holes, and successful exploratory wells are capitalized and amortized on an annual basis to operations by the units-of-production method using estimated proved developed reserves determined at December 31, 2004, 2003 and 2002 by the Managing General Partner's petroleum engineers.  If a determination is made that an exploratory well has not discovered economically producible reserves, then its costs are expensed as dry hole costs.

The Partnership assesses impairment of capitalized costs of proved oil and gas properties by comparing net capitalized costs to undiscounted future cash flows on a field-by-field basis using expected prices.  Prices utilized in each year's calculation for measurement purposes and expected costs are held constant throughout the estimated life of the properties.  If net capitalized costs exceed undiscounted future net cash flows, the measurement of impairment is based on estimated fair value which would consider future discounted cash flows. 

Revenue Recognition

Sales of natural gas are recognized when natural gas has been delivered to a custody transfer point, persuasive evidence of a sales arrangement exists, the rights and responsibility of ownership pass to the purchaser upon delivery, collection of revenue from the sale is reasonably assured and the sales price is fixed or determinable.  Natural gas is sold by the Managing General Partner under contracts with terms ranging from one month to three years.  Virtually all of the Managing General Partner's contracts pricing provisions are tied to a market index, with certain adjustments based on, among other factors, whether a well delivers to a gathering or transmission line, quality of natural gas and prevailing supply and demand conditions, so that the price of the natural gas fluctuates to remain competitive with other available natural gas supplies.  As a result, the Partnership's revenues from the sale of natural gas will suffer if market prices decline and benefit if they increase.  The Managing General Partner believes that the pricing provisions of its natural gas contracts are customary in the industry.

The Managing General Partner currently uses the "Net-Back" method of accounting for transportation arrangements of natural gas sales.  The Managing General Partner sells gas at the wellhead and collects a price and recognizes revenues based on the wellhead sales price since transportation costs downstream of the wellhead are incurred by the Managing General Partner's customers and reflected in the wellhead price.

Sales of oil are recognized when persuasive evidence of a sales arrangement exists, the oil is verified as produced and is delivered in a stock tank, collection of revenue from the sale is reasonably assured and the sales price is determinable.  The Partnership is currently able to sell all the oil that it can produce under existing sales contracts with petroleum refiners and marketers.  The Partnership does not refine any of its oil

.                                                                         F-8

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

                                                                    Notes to Financial Statements

production.  The Partnership's crude oil production is sold to purchasers at or near the Partnership's wells under short-term purchase contracts at prices and in accordance with arrangements that are customary in the oil industry.

The Partnership sold oil and natural gas to several entities of which three customers accounted for 31.5%, 29.6% and 26.8% of the Partnership's total oil and natural gas sales for the year ended December 31, 2004, 30.1%, 25.3% and 18.6% for the year ended December 31, 2003 and 24.0%, 21.0% and 24.6% for the year ended December 31, 2002.

Income Taxes

Since the taxable income or loss of the Partnership is reported in the separate tax returns of the partners, no provision has been made for income taxes on the Partnership's books.

Under federal income tax laws, regulations and administrative rulings, certain types of transactions may be accorded varying interpretations.  Accordingly, the Partnership's tax return and, consequently, individual tax returns of the partners may be changed to conform to the tax treatment resulting from a review by the Internal Revenue Service.

Derivative Financial Instruments

The Managing General Partner utilizes commodity based derivative instruments as hedges to manage a portion of the Partnership's exposure to price volatility stemming from natural gas production. These instruments consist of costless collars and option contracts traded on the New York Mercantile Exchange and the CIG (Colorado Interstate Gas Index). The costless collars and option contracts hedge committed and anticipated natural gas sales generally forecasted to occur within a 24 month period. The Partnership does not hold or issue derivatives for trading or speculative purposes.

All derivatives are recognized on the Partnership's balance sheet at their fair value.  On the date the derivative contract is entered into, the Managing General Partner designates the derivative as either a hedge of a forecasted transaction or the variability of cash flows to be received or paid related to a recognized asset or liability ("cash flow" hedge), or a non-hedging derivative. The Managing General Partner formally documents all relationships between hedging instruments and hedged items, as well as its risk-management objective and strategy for undertaking various hedge transactions.  This process includes linking all derivatives that are designated as cash-flow hedges to specific firm commitments or forecasted transactions. The Managing General Partner also formally assesses, both at the hedge's inception and on an ongoing basis, whether the derivatives that are used in hedging transactions are highly effective in offsetting changes in cash flows of hedged items.  When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the Partnership discontinues hedge accounting prospectively.  No hedging activities were discontinued during 2004 or 2003.

Changes in fair value of a derivative that is highly effective and that is designated and qualifies as a cash-flow hedge are recorded in accumulated other comprehensive income (loss), until earnings are affected by the variability in cash flows of the designated hedged item. Changes in the fair value of non-hedging derivatives are reported in current-period earnings. The Managing General Partner discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised.  Additionally, if the derivative is designated as a hedging instrument, because it is probable that a forecasted transaction will not occur, or the Managing General Partner determines that designation of the derivative as a hedging instrument is no longer appropriate, hedge accounting will be discontinued.

                                                                              F-9

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

By using derivative financial instruments to hedge exposures to changes in commodity prices, the Managing General Partner exposes the Partnership to credit risk.  Credit risk is the failure of the counterparty to perform under the terms of the derivative contract. When the fair value of a derivative contract is positive, the counterparty owes the Partnership, which creates credit risk. The Managing General Partner minimizes the credit risk in derivative instruments by entering into transactions with high-quality counterparties.

Use of Estimates

The Partnership has made a number of estimates and assumptions relating to the reporting of assets and liabilities and revenues and expenses and the disclosure of contingent assets and liabilities to prepare these financial statements in conformity with accounting principles generally accepted in the United States of America.  Actual results could differ from those estimates. Estimates which are particularly significant to the financial statements include estimates of oil and gas reserves and future cash flows from oil and gas properties which are used in assessing impairment of long-lived assets.

New Accounting Standards

In June 2001, the Financial Accounting Standard Board issued SFAS No. 143, "Accounting for Asset Retirement Obligations" that requires entities to record the fair value of a liability for an asset retirement obligation in the period in which it is incurred and a corresponding increase in the carrying amount of the related long-lived asset. This statement is effective for fiscal years beginning after June 15, 2002. The Partnership adopted SFAS No. 143 on January 1, 2003 and recorded a net asset of $5,050 and a related liability of $7,184 (using a 6% discount rate) and a cumulative effect of change in accounting principle on prior years of $2,134.

(2)    Organization

The Partnership was organized as a limited partnership on September 13, 2000, in accordance with the laws of the State of West Virginia for the purpose of engaging in the drilling, completion and operation of oil and gas development and exploratory wells in the Michigan Basin and Rocky Mountain Region.

Purchasers of partnership units subscribed to and fully paid for 6.5 units of limited partner interest and 573.64 units of additional general partner interests at $20,000 per unit (Investor Partners). Petroleum Development Corporation has been designated the Managing General Partner of the Partnership.  Although costs, revenues and cash distributions allocable to the limited and additional general partners are shared pro rata based upon the amount of their subscriptions, including the Managing General Partner to the extent of its capital contributions, there are significant differences in the federal income tax effects and liability associated with these different types of units in the Partnership.

Upon completion of the drilling phase of the Partnership's wells, all additional general partners units are converted into units of limited partner interests and thereafter become limited partners of the Partnership. Limited partners do not have any rights to convert their units into units of additional general partner interests in the Partnership.

In accordance with the terms of the Partnership Agreement (the Agreement), the Managing General Partner manages all activities of the Partnership and acts as the intermediary for substantially all Partnership transactions.

F-10


PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

(3)    Transactions with Managing General Partner and Affiliates

Pursuant to the authorization contained in the Limited Partnership Agreement, PDC receives fees for services rendered and reimbursement of certain expenses from the Partnership.  See respective drilling prospectus for further information regarding the Limited Partnership Agreement. The following table presents compensation or reimbursements by the Partnership to PDC or other related parties for years ended December 31, 2004, 2003 and 2002.

2004

2003

2002

Lifting costs

$428,812

466,347

456,134 

 

Tax return preparation

4,400

4,400

5,550 

 

Direct administrative cost

1,066

3,799

1,867 

 

(4)    Allocation

The table below summarizes the participation of the Managing General Partner and the Investor Partners, taking account of the Managing General Partner's capital contribution equal to a minimum of 20% of the initial capital, in the costs and revenues of the Partnership.



Partnership Costs


Investor

Partners(5)(6)

Managing

General

Partner(5)(6)

Broker-dealer Commissions and Expenses(1)

100%

0%

Management Fee(2)

100%

0%

Lease Costs

0%

100%

Tangible Well Costs

0%

100%

Intangible Drilling and Development Costs

100%

0%

Total Drilling and Completion Costs

80%

20%

Operating Costs(3)

80%

20%

Direct Costs(4)

80%

20%

Administrative Costs

0%

100%

Partnership Revenues

Sale of Oil and Gas Production

80%

20%

Sale of Productive Properties

80%

20%

Sale of Equipment

0%

100%

Sale of Undeveloped Leases .

80%

20%

Interest Income

80%

20%

____________________

 (1) Organization and offering costs, net of the dealer manager commissions, discounts, due diligence expenses, and wholesaling fees of the Partnership were paid by the Managing General Partner and not from Partnership funds. In addition, organization and offering costs in excess of 10-1/2% of Subscriptions were paid by the Managing General Partner, without recourse to the Partnership.

(2)     Represents a one-time fee paid to the Managing General Partner on the day the Partnership is funded equal to 2-1/2% of total investor subscriptions.

F-11

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

(3)     Represents Operating costs incurred after the completion of productive wells, including monthly per-well charges paid to the Managing General Partner.

(4) The Managing General Partner receives monthly reimbursement from the Partnership for its direct costs incurred by the Managing General Partner on behalf of the Partnership.

 (5) To the extent that Investor Partners receive preferred cash distributions, the allocations for Investor Partners will be increased accordingly and the allocation for the Managing General Partner will likewise be decreased.

  (6)  The allocation of profits, losses and cash distributions of the Managing General Partner might be increased, and the allocation of profits, losses, and cash distributions of the Investor Partners might be decreased in the event that the Managing General Partner were to invest more than the Managing General Partner's minimum required Capital Contribution to cover tangible equipment and lease costs. The Managing General Partner will pay for the Partnership's share of all Leases and tangible well equipment. The entire Capital Contribution of the Investor Partners, after payment of brokerage commissions, due diligence reimbursement, and the Management Fee, was utilized to pay for intangible drilling costs. In the event that the Intangible Drilling Costs exceed the funds of the Investor Partners available for payment of Intangible Drilling Costs (herein "excess IDC"), a portion of the Capital Contribution of the Managing General Partner may be used to pay such excess IDC. If the cost of Leases and tangible well equipment were to exceed the Managing General Partner's Capital Contribution of 21-3/4% of the aggregate Capital Contribution of the Investor Partners, then the Managing General Partner will increase its Capital Contribution to fund such additional capital requirements and the Managing General Partner's allocation of profits, losses, and cash distributions will be increased to equal the percentage arrived at by dividing the Capital Contribution made by the Managing General Partner by the Capital Available for Investment; the allocation of the Investor Partners will be decreased accordingly.

   (7) In accordance with the repurchase provision of the partnership prospectus, PDC may repurchases units from the investor partners which is entirely voluntary on the part of the partners.  During 2004 PDC purchased .75 units of partnership interest for a total of .75 units as of December 31, 2004 which represents a .13% ownership of the original Investor Partners share of limited and additional general partnership units.  Therefore, costs and revenues and distributions for these purchased units are allocated to PDC in accordance with the Investor Partners allocation percentages disclosed in this table.

     (5)  Derivative Financial Instruments

The Managing General Partner utilizes commodity-based derivative instruments as hedges to manage a portion of its exposure to price risk from its oil and natural gas sales.  These instruments consist of NYMEX-traded natural gas futures contracts and option contracts for Michigan production and for CIG-based contracts traded by JP Morgan for Colorado production.  These hedging arrangements have the effect of locking in for specified periods (at predetermined prices or ranges of prices) the prices the Managing General Partner will receive for the volume to which the hedge relates.  As a result, while these hedging arrangements are structured to reduce Partnership's exposure to changes in price associated with the hedged commodity, they also limit the benefit the Partnership might otherwise have received from price changes associated with the hedged commodity.  The Partnership's policy prohibits the use of natural gas future and option contracts for speculative purposes.

     The following tables summarize the open futures and options contracts for the Partnership as of December 31, 2004 and 2003.

F-12

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

Commodity

Type

Quantity

Weighted

Total

Fair

Gas-Mmbtu

Average

Contract

Market

 

 

Oil-Barrels

Price

Amount

Value

Total Contracts as of December 31, 2004

Natural Gas

Purchase

1,489

6.63

9,881

(567)

 Natural Gas

Floors

62,862

4.59

-    

10,342 

Natural Gas

Ceilings

31,431

5.62

-    

(25,119)

Oil

Floors

6,249

32.30

201,830

5,324 

Oil

Ceilings

3,124

40.00

124,972

(16,900)

Contracts maturing in 12 months following December 31, 2004

Natural Gas

Purchase

1,489

6.63

9,881

(567)

 Natural Gas

Floors

62,862

4.59

-    

10,342 

Natural Gas

Ceilings

31,431

5.62

-    

(25,119)

Oil

Floors

6,249

32.30

201,830

5,324 

Oil

Ceilings

3,124

40.00

124,972

(16,900)

Prior Year Total Contracts as of December 31, 2003

Natural Gas

Sale

1,742

5.40

9,409

(1,305)

Natural Gas

Purchase

1,494

4.77

7,124

991 

Natural Gas

Floors

52,014

3.73

-    

300 

Natural Gas

Ceilings

46,787

5.18

-    

(4,396)

                   

 The maximum term over which the Partnership is hedging exposure to the variability of cash flows for commodity price risk is 12 months.

     

(6)    Costs Relating to Oil and Gas Activities

The Partnership is engaged solely in oil and gas activities, all of which are located in the continental United States.  Information regarding aggregate capitalized costs and results of operations for these activities is located in the basic financial statements.  Costs capitalized for these activities are as follows:

                          December 31,                        

2004

2003

2002

Lease acquisitions at cost

$     300,564 

     300,564 

300,564 

Intangible development costs

9,995,037 

9,995,037 

9,995,037 

Well equipment

 2,223,047 

 2,223,047 

 2,223,047 

Capitalized asset retirement cost

          6,392 

         6,392 

          -    

$12,525,040 

12,525,040 

12,518,648 

There were no costs incurred for the Partnership's oil and gas activities for the years ended December 31, 2004, 2003 and 2002.

(7)    Income Taxes

 

As a result of the differences in the treatment of certain items for income tax purposes as opposed to financial reporting purposes, primarily depreciation, depletion and amortization of oil and gas properties and the recognition of intangible drilling costs as an expense or capital item, the income tax basis of oil and gas properties differs from the basis used for financial reporting purposes.  At December 31, 2004 and 2003, the income tax basis of the Partnership's oil and gas properties was $943,298 and $1,200,024, respectively.

F-13

PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

(8)    Supplemental Reserve Information (Unaudited)

Proved oil and gas reserves of the Partnership have been estimated at December 31, 2004, 2003 and 2002 by the Managing General Partner's petroleum engineers.  These reserves have been prepared in compliance with the Securities and Exchange Commission rules based on year end prices. A copy of the reserve report has been made available to all partners. All of the partnership's reserves are proved developed. An analysis of the change in estimated quantities of proved developed oil and gas reserves is shown below:

Oil (BBL)

2004

2003

2002

Proved developed reserves:

    Beginning of year

213,000 

216,000 

211,000 

    Revisions of previous estimates

(3,000)

13,000 

26,000 

    Production

(14,000)

(16,000)

(21,000)

    End of Year

196,000 

213,000 

216,000 

Gas (MCF)

2004

2003

2002

Proved developed reserves:

    Beginning of year

4,143,000 

4,068,000 

4,656,000 

    Revisions of previous estimates

593,000 

342,000 

(231,000) 

    Production

(216,000)

(267,000)

(357,000)

    End of Year

3,334,000

 4,143.000 

4,068,000 

(9)  Standardized Measure of Discounted Future Net Cash Flows and Changes Therein Relating to Proved Oil

        and Gas Reserves (Unaudited)

Summarized in the following table is information for the Partnership with respect to the standardized measure of discounted future net cash flows relating to proved oil and gas reserves.  Future cash inflows are computed by applying year-end prices of oil and gas relating to the Partnership proved reserves to the year-end quantities of those reserves.  Future production, development, site restoration and abandonment costs are derived based on current costs assuming continuation of existing economic conditions.

As of December 31,

2004

2003

2002

Future estimated revenues

$29,491,000 

29,046,000 

21,936,000 

Future estimated production costs

(8,311,000)

(7,058,000)

(5,361,000)

Future estimated development costs

(1,037,000)

(1,037,000)

(1,037,000)

   Future net cash flows

20,143,000 

20,951,000 

15,538,000 

10% annual discount for estimated timing of cash flows

(9,687,000)

(10,915,000)

(8,066,000)

Standardized measure of discounted future

   estimated net cash flows

$10,456,000 

10,036,000 

7,472,000 

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          PDC 2000-B LIMITED PARTNERSHIP

(A West Virginia Limited Partnership)

Notes to Financial Statements

The following table summarizes the principal sources of change in the standardized measure of discounted future estimated net cash flows:

Year ended December 31,

2004

2003

2002

 

Sales of oil and gas production, net of production costs

($1,257,000)

(1,136,000)

(951,000)

 

Net changes in prices and production costs

2,819,000 

5,351,000 

7,676,000 

 

Extensions, discoveries, and improved recovery,
   less related cost

 

Revisions of previous quantity estimates

(2,370,000)

1,198,000  

36,000 

 

Accretion of discount

1,228,000 

(2,849,000)

(3,805,000)

 

$   420,000 

2,564,000  

2,956,000 

 

It is necessary to emphasize that the data presented should not be viewed as representing the expected cash flow from, or current value of, existing proved reserves since the computations are based on a large number of estimates and arbitrary assumptions.  Reserve quantities cannot be measured with precision and their estimation requires many judgmental determinations and frequent revisions.  The required projection of production and related expenditures over time requires further estimates with respect to pipeline availability, rates of demand and governmental control. Actual future prices and costs are likely to be substantially different from the current prices and costs utilized in the computation of reported amounts.  Any analysis or evaluation of the reported amounts should give specific recognition to the computational methods utilized and the limitations inherent therein.

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