10-K405 1 i-k.txt ANNUAL REPORT FORM 10-K405 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2001 Commission File Number: I-D: 0-15831 I-E: 0-15832 I-F: 0-15833 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F --------------------------------------------- (Exact name of Registrant as specified in its Articles) I-D 73-1265223 I-E 73-1270110 Oklahoma I-F 73-1292669 --------------------------------- ---------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) Two West Second Street, Tulsa, Oklahoma 74103 --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: Depositary Units in Geodyne Energy Income Limited Partnerships I-D through I-F Indicate by check mark 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 (Sec. 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K405 or any amendment to this Form 10-K405. X Disclosure is not contained herein. ----- -1- Disclosure is contained herein. ----- The Registrants are limited partnerships and there is no public market for trading in the partnership interests. DOCUMENTS INCORPORATED BY REFERENCE: None -2- FORM 10-K405 TABLE OF CONTENTS PART I.......................................................................4 ITEM 1. BUSINESS...................................................4 ITEM 2. PROPERTIES.................................................9 ITEM 3. LEGAL PROCEEDINGS.........................................18 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......19 PART II.....................................................................19 ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......19 ITEM 6. SELECTED FINANCIAL DATA...................................21 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS....................25 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.........................................38 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............38 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................38 PART III....................................................................39 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...39 ITEM 11. EXECUTIVE COMPENSATION....................................40 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT................................................44 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............45 PART IV.....................................................................47 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K..................................................47 SIGNATURES..................................................................54 -3- PART I. ITEM 1. BUSINESS General The Geodyne Energy Income Limited Partnership I-D (the "I-D Partnership"), Geodyne Energy Income Limited Partnership I-E (the "I-E Partnership"), and Geodyne Energy Income Limited Partnership I-F (the "I-F Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of public investors as limited partners (the "Limited Partners") and Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner. The Partnerships commenced operations on the dates set forth below: Date of Partnership Activation ----------- ------------------ I-D March 4, 1986 I-E September 10, 1986 I-F December 16, 1986 Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' production operations. Geodyne serves as managing partner of such general partnerships. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K405 ("Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the Partnerships, and as the managing partner of the related general partnerships. The General Partner currently serves as general partner of 26 limited partnerships, including the Partnerships. The General Partner is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 2001, Samson owned interests in approximately 14,000 oil and gas wells located in 19 states of the United States and the countries of Canada, Venezuela, and Russia. At December 31, 2001, Samson operated approximately 3,000 oil and gas wells located in 14 states of the United States, as well as Canada, Venezuela, and Russia. -4- The Partnerships are currently engaged in the business of owning interests in producing oil and gas properties located in the continental United States. The Partnerships may also engage to a limited extent in development drilling on producing oil and gas properties as required for the prudent management of the Partnerships. As limited partnerships, the Partnerships have no officers, directors, or employees. They rely instead on the personnel of the General Partner and Samson. As of February 15, 2002, Samson employed approximately 1,000 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner." The General Partner's and the Partnerships' principal place of business is located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE]. Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements"), the Partnerships would have terminated on December 31, 1999. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of Partnerships for the second two-year extension period to December 31, 2003. Funding Although the Partnership Agreements permit each Partnership to incur borrowings, operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized. Principal Products Produced and Services Rendered The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment. -5- Competition and Marketing The Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors which are beyond the control of the Partnerships. These factors include worldwide political instability and terrorist activities (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years. Over the past ten years average yearly wellhead gas prices have generally been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand circumstances gas prices in late 2000 and early 2001 rose to a level not seen since the early 1980s. Recent economic trends and the supply/demand ratio have caused natural gas prices to decline significantly. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $6.03 per Mcf at December 31, 2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences. For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. The current oil price range between the mid teens and low twenties is somewhat dependent on production -6- curtailment agreements among major oil producing nations. Prices for the Partnerships' oil decreased from approximately $27.52 per barrel at December 31, 2000 to approximately $16.75 per barrel at December 31, 2001. Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2001. Due to the many factors and uncertainties discussed above, it is impossible to accurately predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. Significant Customers The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 2001: Partnership Customer Percentage ----------- -------- ---------- I-D El Paso Energy Marketing Company ("El Paso") 41.5% Sid Richardson Carbon & Gas ("Richardson") 21.5% Duke Energy Field Services, Inc. ("Duke") 14.4% I-E El Paso 38.6% Richardson 21.8% I-F El Paso 31.8% Duke 12.6% In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas. The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities. -7- Oil, Gas, and Environmental Control Regulations Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels. Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues. Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations. Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations. 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 -8- of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. In particular, 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 2. PROPERTIES Well Statistics The following table sets forth the number of productive wells of the Partnerships as of December 31, 2001. Well Statistics(1) As of December 31, 2001 P/ship Number of Gross Wells(2) Number of Net Wells(3) ------ ------------------------- -------------------------- Total Oil Gas Total Oil Gas ----- ----- ----- ----- ----- ----- I-D 508 402 106 3.32 .68 2.64 I-E 786 640 146 28.78 13.51 15.27 I-F 778 640 138 12.55 5.61 6.94 ---------- (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. -9- Drilling Activities During the year ended December 31, 2001, the Partnerships indirectly participated in the drilling of the following wells. The Partnerships do not own working interests in any of the wells; therefore, they did not incur any costs associated with the drilling activity: Revenue P/ship Well Name County St. Interest Type Status ------ ------------ ------ --- -------- ---- --------- I-D Reed No. 3-17 Custer OK .00648 Gas Producing Doile No. 2-35 Woodward OK .00233 Gas Producing I-E Reed No. 3-17 Custer OK .02084 Gas Producing Doile No. 2-35 Woodward OK .01673 Gas Producing Cook Trust 1-34 Woodward OK .00967 Gas Producing I-F Reed No. 3-17 Custer OK .00717 Gas Producing Doile No. 2-35 Woodward OK .00798 Gas Producing Cook Trust 1-34 Woodward OK .00567 Gas Producing Oil and Gas Production, Revenue, and Price History The following tables set forth certain historical information concerning the oil (including condensates) and gas production, net of all royalties, overriding royalties, and other third party interests, of the Partnerships, revenues attributable to such production, and certain price and cost information. As used in the following tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil and gas are affected by market and other factors in addition to relative energy content. -10- Net Production Data I-D Partnership --------------- Year Ended December 31, ----------------------------------------- 2001 2000 1999 ---------- ---------- --------- Production: Oil (Bbls) 3,301 5,645 8,482 Gas (Mcf) 231,126 296,803 314,010 Oil and gas sales: Oil $ 84,449 $ 176,543 $118,848 Gas 896,064 1,101,105 652,470 ------- --------- ------- Total $980,513 $1,277,648 $771,318 ======= ========= ======= Total direct operating Expenses $231,374 $ 218,795 $159,552 ======= ========= ======= Direct operating expenses as a percentage of oil and gas sales 23.6% 17.1% 20.7% Average sales price: Per barrel of oil $25.58 $31.27 $14.01 Per Mcf of gas 3.88 3.71 2.08 Direct operating expenses per equivalent Bbl of oil $ 5.53 $ 3.97 $ 2.62 -11- Net Production Data I-E Partnership --------------- Year Ended December 31, -------------------------------------- 2001 2000 1999 ---------- ---------- ---------- Production: Oil (Bbls) 42,531 52,169 58,465 Gas (Mcf) 1,256,766 1,490,003 1,540,061 Oil and gas sales: Oil $1,022,419 $1,472,580 $ 972,427 Gas 4,964,355 5,346,770 3,189,103 --------- --------- --------- Total $5,986,774 $6,819,350 $4,161,530 ========= ========= ========= Total direct operating Expenses $1,807,303 $1,442,518 $1,153,937 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 30.2% 21.2% 27.7% Average sales price: Per barrel of oil $24.04 $28.23 $16.63 Per Mcf of gas 3.95 3.59 2.07 Direct operating expenses per equivalent Bbl of oil $ 7.17 $ 4.80 $ 3.66 -12- Net Production Data I-F Partnership --------------- Year Ended December 31, ------------------------------------------ 2001 2000 1999 ---------- ---------- ---------- Production: Oil (Bbls) 20,545 25,105 27,794 Gas (Mcf) 272,161 347,462 381,318 Oil and gas sales: Oil $ 498,704 $ 712,647 $ 463,545 Gas 1,095,887 1,310,279 828,532 --------- --------- --------- Total $1,594,591 $2,022,926 $1,292,077 ========= ========= ========= Total direct operating Expenses $ 802,980 $ 529,553 $ 425,046 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 50.4% 26.2% 32.9% Average sales price: Per barrel of oil $24.27 $28.39 $16.68 Per Mcf of gas 4.03 3.77 2.17 Direct operating expenses per equivalent Bbl of oil $12.18 $ 6.38 $ 4.65 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, 2001. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. -13- 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, 2001. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. Oil and gas prices at December 31, 2001 were substantially lower than the very high prices in effect on December 31, 2000. This decrease in oil and gas prices has caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at December 31, 2001 to be significantly lower than such estimates and values at December 31, 2000. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to December 31, 2001. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 2001 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. -14- Proved Reserves and Net Present Values From Proved Reserves As of December 31, 2001(1) I-D Partnership: --------------- Estimated proved reserves: Gas (Mcf) 1,303,312 Oil and liquids (Bbls) 51,137 Net present value (discounted at 10% per annum) $1,786,821 I-E Partnership: --------------- Estimated proved reserves: Gas (Mcf) 6,588,491 Oil and liquids (Bbls) 333,791 Net present value (discounted at 10% per annum) $9,205,734 I-F Partnership: --------------- Estimated proved reserves: Gas (Mcf) 2,448,371 Oil and liquids (Bbls) 161,037 Net present value (discounted at 10% per annum) $3,230,203 ---------- (1) Includes certain gas balancing adjustments which cause the gas volumes and net present values to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott. No estimates of the proved reserves of the Partnerships comparable to those included herein have been included in reports to any federal agency other than the SEC. Additional information relating to the Partnerships' proved reserves is contained in Note 4 to the Partnerships' financial statements, included in Item 8 of this Annual Report. 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, 2001: -15- Operated Wells ------------------------------------------- Partnership Number Percent ----------- ------ ------- I-D 26 5% I-E 38 4% I-F 38 5% The following table sets forth certain well and reserves information as of December 31, 2001 for the basins in which the Partnerships own a significant amount of properties. The table contains the following information for each significant basin: (i) the number of gross and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number and percentage of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow. The Anadarko Basin is located in western Oklahoma and the Texas Panhandle. The Permian Basin straddles west Texas and southeast New Mexico. -16-
Significant Properties as of December 31, 2001 ---------------------------------------------- Wells Operated by Affiliates Oil Gas Gross Net Other Total ------------- Reserves Reserves Present Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value ------------------ ------ ------- ------ ------ ------ ---- -------- --------- ----------- I-D Partnership: Anadarko 73 1.87 40 113 22 19% 8,423 784,695 $ 982,502 Permian 407 .66 2 409 - - 40,896 215,652 622,674 I-E Partnership: Anadarko 90 10.11 44 134 28 21% 39,412 3,627,579 $4,204,599 Permian 418 4.25 2 420 6 1% 194,814 1,356,947 3,383,479 I-F Partnership: Anadarko 90 4.63 44 134 28 21% 16,752 1,566,667 $1,792,734 Permian 410 2.00 - 410 6 1% 95,050 123,007 634,672 --------------------- (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.
-17- 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 Xplor Energy Operating Co. v. The Newton Corp, et al., Case No. 99-04-01960-CV was filed on May 12, 1999 in the 284th Judicial District Court of Montgomery County, Texas against Samson. The Plaintiff had acquired at auction the interests of the I-E and I-F Partnerships and other owners in the State 87-S1 well. The lawsuit alleged that Samson and others were the record owners of the lease when it expired and therefore were responsible for the costs of plugging and abandoning the well. Plaintiff sought to recover the Defendants' proportionate share of the costs to plug and abandon the well along with attorneys' fees and interest. The Defendants denied liability and trial was held on August 6, 2001. At the conclusion of the trial the Court awarded the Plaintiff $447,245.55. On January 15, 2002 the Defendants filed an appeal of the matter with the Court of Appeals, Fifth District of Texas, Dallas, Texas, Case No. 05-02-00070-CV. Samson, on behalf of the I-E and I-F Partnerships and others, intends to vigorously pursue this appeal. In connection with this appeal, the Defendants filed an appellate bond in the amount of $491,970.10, which consists of $86,444.12 for damages, $360,801.43 for costs and attorneys' fees, and $44,724.55 for estimated post-judgment interest. The I-E and I-F Partnerships had working interests in the plugged well and their portions of the judgment and estimated post-judgment interest are approximately $246,000 and $172,000, respectively. 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. -18- 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 2001. PART II. ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS As of February 1, 2002, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows: Number of Number of Limited Partnership Units Partners ----------- --------- ------------ I-D 7,195 674 I-E 41,839 2,480 I-F 14,321 781 Units were initially sold for a price of $1,000. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner. Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purpose of this Annual Report, a Unit represents an initial subscription of $1,000 to a Partnership. -19- Repurchase Offer Prices ----------------------- 2000 2001 2002 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-D $119 $108 $207 $175 $147 $118 $240 $213 $195 I-E 119 104 192 166 138 109 216 190 174 I-F 108 95 198 179 153 126 207 192 188 The Partnership Agreements also provide for a right of presentment ("Right of Presentment") whereby the General Partner is required, upon request, to purchase up to 10% of a Partnership's outstanding Units at a price calculated pursuant to the terms of the Partnership Agreements and based on the liquidation value of the limited partnership interest, with a reduction for 70% of cash distributions that have been received prior to the transfer of the partnership interest. The following table sets forth the Right of Presentment price per Unit as of the periods indicated. Right of Presentment Prices --------------------------- 2000 2001 2002 -------------------------- -------------------------- ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- I-D $141 $134 $215 $193 $173 $153 $250 $231 $219 I-E 134 123 199 181 161 141 227 209 198 I-F 119 109 203 190 171 152 216 206 201 In addition to the repurchase offer and Right of Presentment described above, some of the Partnerships have been subject to "4.9% tender offers" from several third parties. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers. Cash Distributions Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. -20- Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners. The following is a summary of cash distributions paid to the Limited Partners during 2000 and 2001 and the first quarter of 2002: Cash Distributions ------------------ 2000 -------------------------------------------- 1st 2nd 3rd 4th P/ship Qtr. Qtr. Qtr. Qtr. ------ -------- -------- -------- -------- I-D $21.13 $10.84 $27.80 $31.55 I-E 17.73 15.20 18.55 26.48 I-F 13.62 13.06 13.48 18.64 2001 2002 -------------------------------------------- -------- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. ------ -------- -------- -------- -------- -------- I-D $28.63 $28.63 $26.69 $27.10 $17.37 I-E 28.06 28.49 28.87 25.60 15.87 I-F 26.53 26.67 17.88 14.94 4.54 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." -21-
Selected Financial Data I-D Partnership --------------- 2001 2000 1999 1998 1997 ---------- ------------ ------------ ------------ ------------ Oil and Gas Sales $980,513 $1,277,648 $ 771,318 $1,061,235 $1,545,097 Net Income: Limited Partners 537,720 770,633 365,028 762,614 845,470 General Partner 104,007 144,360 77,422 148,669 173,924 Total 641,727 914,993 442,450 911,283 1,019,394 Limited Partners' Net Income per Unit 74.74 107.11 50.73 105.99 117.51 Limited Partners' Cash Distributions per Unit 111.05 91.32 62.54 152.05 155.18 Total Assets 768,994 1,064,341 922,668 973,693 1,349,059 Partners' Capital (Deficit): Limited Partners 726,988 988,268 874,635 959,607 1,290,993 General Partner ( 32,551) ( 11,358) ( 31,152) ( 53,161) ( 27,560) Number of Units Outstanding 7,195 7,195 7,195 7,195 7,195
-22-
Selected Financial Data I-E Partnership --------------- 2001 2000 1999 1998 1997 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $5,986,774 $6,819,350 $4,161,530 $4,611,235 $6,004,252 Net Income: Limited Partners 2,402,419 3,762,340 2,061,313 1,929,509 2,342,934 General Partner 566,576 737,129 468,089 548,239 568,504 Total 2,968,995 4,499,469 2,529,402 2,477,748 2,911,438 Limited Partners' Net Income per Unit 57.42 89.92 49.27 46.12 56.00 Limited Partners' Cash Distributions per Unit 111.02 77.96 41.71 93.98 82.69 Total Assets 4,235,904 6,445,895 5,859,238 5,425,656 7,486,793 Partners' Capital (Deficit): Limited Partners 3,755,044 5,997,625 5,497,285 5,180,972 7,183,463 General Partner ( 183,708) ( 25,660) ( 106,782) ( 232,100) ( 228,434) Number of Units Outstanding 41,839 41,839 41,839 41,839 41,839
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Selected Financial Data I-F Partnership --------------- 2001 2000 1999 1998 1997 ------------ ------------ ------------ ------------ ------------ Oil and Gas Sales $1,594,591 $2,022,926 $1,292,077 $1,442,718 $2,021,805 Net Income: Limited Partners 279,459 1,035,200 771,304 212,910 737,319 General Partner 96,425 205,081 171,987 140,360 183,677 Total 375,884 1,240,281 943,291 353,270 920,996 Limited Partners' Net Income per Unit 19.51 72.29 53.86 14.87 51.49 Limited Partners' Cash Distributions per Unit 86.02 58.80 27.58 85.47 81.91 Total Assets 1,391,116 2,261,944 1,990,904 1,858,973 2,566,820 Partners' Capital (Deficit): Limited Partners 1,015,852 1,968,393 1,775,193 1,398,889 2,409,979 General Partner ( 49,082) 7,531 ( 9,232) ( 94,547) ( 59,811) Number of Units Outstanding 14,321 14,321 14,321 14,321 14,321
-24- ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Use of Forward-Looking Statements and Estimates This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated. General Discussion The following general discussion should be read in conjunction with the analysis of results of operations provided below. The Partnerships' revenues, net income or loss, cash flows, carrying value of oil and gas properties, and amount of oil and gas which can be economically produced depend substantially upon the prevailing prices for oil and gas. Oil and gas prices (and consequently the Partnerships' profitability) depend on a number of factors which are beyond the control of the Partnerships. These factors include worldwide political instability and terrorist activities (especially in oil-producing regions), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), the level of domestic oil and gas production, government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be -25- accurately predicted or anticipated. In addition, the domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. Predicting future prices is not possible. Concerning past trends, oil and gas prices in the United States have been highly volatile for many years. Over the past ten years average yearly wellhead gas prices have generally been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand circumstances gas prices in late 2000 and early 2001 rose to a level not seen since the early 1980s. Recent economic trends and the supply/demand ratio have caused natural gas prices to decline significantly. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas decreased from approximately $6.03 per Mcf at December 31, 2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences. For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past three years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. The current oil price range between the mid teens and low twenties is somewhat dependent on production curtailment agreements among major oil producing nations. Prices for the Partnerships' oil decreased from approximately $27.52 per barrel at December 31, 2000 to approximately $16.75 per barrel at December 31, 2001. Future prices for both oil and gas will likely be different from the prices in effect on December 31, 2001. Due to the many factors and uncertainties discussed above, it is impossible to accurately predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. 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 -26- discussion of each Partnership's results of operations for the year ended December 31, 2001 as compared to the year ended December 31, 2000 and for the year ended December 31, 2000 as compared to the year ended December 31, 1999. I-D Partnership --------------- Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 ------------------------------------- Total oil and gas sales decreased $297,135 (23.3%) in 2001 as compared to 2000. Of this decrease, approximately $73,000 and $244,000, respectively, were related to decreases in volumes of oil and gas sold, which decreases were partially offset by an increase of approximately $39,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 2,344 barrels and 65,677 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to the shutting-in of one significant well in order to perform a workover during 2001. The decrease in volumes of gas sold was primarily due to (i) the shutting-in of one significant well in order to perform a workover during 2001 and (ii) normal declines in production. Average oil prices decreased to $25.58 per barrel in 2001 from $31.27 per barrel in 2000. Average gas prices increased to $3.88 per Mcf in 2001 from $3.71 per Mcf in 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $12,579 (5.7%) in 2001 as compared to 2000. This increase was primarily due to workover expenses incurred on two significant wells during 2001, which 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 23.6% in 2001 from 17.1% in 2000. This percentage increase was primarily due to the decrease in the average price of oil sold and the workover expenses incurred. Depreciation, depletion, and amortization of oil and gas properties increased $4,441 (7.2%) in 2001 as compared to 2000. This increase was primarily due to (i) one significant well being fully depleted in 2001 due to a lack of remaining economically recoverable reserves and (ii) the sale of one significant well during late 2001. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 6.8% in 2001 from 4.8% in 2000. This percentage increase was primarily due to the depreciation, depletion, and amortization expense on the well fully depleted in 2001. General and administrative expenses increased $9,586 (10.4%) in 2001 as compared to 2000. This increase was primarily due to a change in allocation of audit fees among the I-D Partnership -27- and other affiliated partnerships. As a percentage of oil and gas sales, these expenses increased to 10.4% in 2001 from 7.2% in 2000. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through December 31, 2001 totaling $15,914,175 or 221.19% of the Limited Partners' capital contributions. Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 ------------------------------------- Total oil and gas sales increased $506,330 (65.6%) in 2000 as compared to 1999. Of this increase, approximately $97,000 and $484,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,837 barrels and 17,207 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment on one significant well during 1999. Average oil and gas prices increased to $31.27 per barrel and $3.71 per Mcf, respectively, in 2000 from $14.01 per barrel and $2.08 per Mcf, respectively, in 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $59,243 (37.1%) in 2000 as compared to 1999. This increase was primarily due to (i) workover expenses incurred on one significant well during 2000 in order to improve the recovery of reserves, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a negative prior period lease operating expense adjustment made by the operator on one significant well during 1999. As a percentage of oil and gas sales, these expenses decreased to 17.1% in 2000 from 20.7% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $23,739 (27.8%) in 2000 as compared to 1999. This decrease was primarily due to (i) one significant well being fully depleted in 1999 due to a lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.8% in 2000 from 11.1% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $1,925 (2.1%) in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 7.2% in 2000 from 11.7% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -28- I-E Partnership --------------- Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 ------------------------------------- Total oil and gas sales decreased $832,576 (12.2%) in 2001 as compared to 2000. Of this decrease, approximately (i) $272,000 and $838,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $178,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $455,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 9,638 barrels and 233,237 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during 2001 in order to perform repairs and maintenance, (ii) the sale of several wells during mid 2000, and (iii) normal declines in production. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) negative gas balancing adjustments on two significant wells during 2001. Average oil prices decreased to $24.04 per barrel in 2001 from $28.23 per barrel in 2000. Average gas prices increased to $3.95 per Mcf in 2001 from $3.59 per Mcf in 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $364,785 (25.3%) in 2001 as compared to 2000. This increase was primarily due to (i) a charge of approximately $246,000 accrued for the payment of a judgment for plugging liabilities, which judgment is currently under appeal and (ii) workover expenses incurred on two significant wells during 2001. As a percentage of oil and gas sales, these expenses increased to 30.2% in 2001 from 21.2% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $418,181 (83.3%) in 2001 as compared to 2000. This increase was primarily due to (i) several wells being fully depleted in 2001 due to a lack of remaining economically recoverable reserves and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 15.4% in 2001 from 7.4% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. General and administrative expenses decreased $18,251 (3.5%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 8.4% in 2001 from 7.6% in 2000. This percentage increase was primarily due to the decrease in oil and gas sales. -29- The Limited Partners have received cash distributions through December 31, 2001 totaling $63,320,552 or 151.34% of the Limited Partners' capital contributions. Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 ------------------------------------- Total oil and gas sales increased $2,657,820 (63.9%) in 2000 as compared to 1999. Of this increase, approximately $605,000 and $2,261,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 6,296 barrels and 50,058 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to normal declines in production. Average oil and gas prices increased to $28.23 per barrel and $3.59 per Mcf, respectively, in 2000 from $16.63 per barrel and $2.07 per Mcf, respectively, in 1999. As discussed in "Liquidity and Capital Resources" below, the I-E Partnership recognized an insurance settlement in the amount of $675,000 during 1999. No similar settlements occurred during 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $288,581 (25.0%) in 2000 as compared to 1999. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during 2000 in order to improve the recovery of reserves, and (iii) an increase in legal expenses incurred on one significant well during 2000. As a percentage of oil and gas sales, these expenses decreased to 21.2% in 2000 from 27.7% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $150,809 (23.1%) in 2000 as compared to 1999. This decrease was primarily due to (i) several wells being fully depleted in 1999 due to a lack of remaining economically recoverable reserves, (ii) upward revisions in the estimates of remaining gas reserves at December 31, 2000, and (iii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 7.4% in 2000 from 15.7% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant in 2000 as compared to 1999. As a percentage of oil and gas sales, these expenses decreased to 7.6% in 2000 from 12.5% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales. -30- I-F Partnership --------------- Year Ended December 31, 2001 Compared to Year Ended December 31, 2000 ------------------------------------- Total oil and gas sales decreased $428,335 (21.2%) in 2001 as compared to 2000. Of this decrease, approximately (i) $129,000 and $284,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $85,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $70,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 4,560 barrels and 75,301 Mcf, respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the sale of several wells during mid 2000, and (iii) the shutting-in of one significant well during 2001 in order to perform repairs and maintenance. The decrease in volumes of gas sold was primarily due to (i) a negative gas balancing adjustment on one significant well during 2001, (ii) the shutting-in of two significant wells during 2001 in order to perform repairs and maintenance, and (iii) normal declines in production. Average oil prices decreased to $24.27 per barrel in 2001 from $28.39 per barrel in 2000. Average gas prices increased to $4.03 per Mcf in 2001 from $3.77 per Mcf in 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $273,427 (51.6%) in 2001 as compared to 2000. This increase was primarily due to (i) a charge of approximately $172,000 accrued for the payment of a judgment for plugging liabilities, which judgment is currently under appeal and (ii) workover expenses incurred on several wells during 2001. As a percentage of oil and gas sales, these expenses increased to 50.4% in 2001 from 26.2% in 2000. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $183,525 (119.8%) in 2001 as compared to 2000. This increase was primarily due to (i) two significant wells being fully depleted in 2001 due to a lack of remaining economically recoverable reserves and (ii) downward revisions in the estimates of remaining oil reserves at December 31, 2001. As a percentage of oil and gas sales, this expense increased to 21.1% in 2001 from 7.6% in 2000. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. General and administrative expenses increased $3,861 (2.1%) in 2001 as compared to 2000. As a percentage of oil and gas sales, these expenses increased to 11.6% in 2001 from 8.9% in -31- 2000. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through December 31, 2001 totaling $20,455,664 or 142.84% of the Limited Partners' capital contributions. Year Ended December 31, 2000 Compared to Year Ended December 31, 1999 ------------------------------------- Total oil and gas sales increased $730,849 (56.6%) in 2000 as compared to 1999. Of this increase, approximately $294,000 and $555,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $74,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,689 barrels and 33,856 Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil sold was primarily due to normal declines in production. Average oil and gas prices increased to $28.39 per barrel and $3.77 per Mcf, respectively, in 2000 from $16.68 per barrel and $2.17 per Mcf, respectively, in 1999. As discussed in "Liquidity and Capital Resources" below, the I-F Partnership recognized an insurance settlement in the amount of $472,500 during 1999. No similar settlements occurred during 2000. Oil and gas production expenses (including lease operating expenses and production taxes) increased $104,507 (24.6%) in 2000 as compared to 1999. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during 2000 in order to improve the recovery of reserves, and (iii) an increase in legal expenses incurred on one significant well during 2000. As a percentage of oil and gas sales, these expenses decreased to 26.2% in 2000 from 32.9% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $68,736 (31.0%) in 2000 as compared to 1999. This decrease was primarily due to (i) several wells being fully depleted in 1999 due to a lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 7.6% in 2000 from 17.2% in 1999. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold General and administrative expenses increased $1,738 (1.0%) in 2000 as compared to 1999. As a percentage of oil and gas -32- sales, these expenses decreased to 8.9% in 2000 from 13.8% in 1999. This percentage decrease was primarily due to the increase in oil and gas sales. Average Sales Prices, Production Volumes and Average Production Costs The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 2001, 2000 and 1999. -33- 2001 Compared to 2000 --------------------- Average Sales Prices --------------------------------------------------------------------------- P/ship 2001 2000 % Change ------ ------------------ ------------------ -------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- I-D $25.58 $3.88 $31.27 $3.71 (18%) 5% I-E 24.04 3.95 28.23 3.59 (15%) 10% I-F 24.27 4.03 28.39 3.77 (15%) 7% Production Volumes ---------------------------------------------------------------------------- P/ship 2001 2000 % Change -------- -------------------- --------------------- --------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ --------- ------ --------- ------ ----- I-D 3,301 231,126 5,645 296,803 (42%) (22%) I-E 42,531 1,256,766 52,169 1,490,003 (18%) (16%) I-F 20,545 272,161 25,105 347,462 (18%) (22%) Average Production Costs per Equivalent Barrel of Oil -------------------------------------- P/ship 2001 2000 % Change ------ ------ ----- -------- I-D $ 5.53 $3.97 39% I-E 7.17 4.80 49% I-F 12.18 6.38 91% -34- 2000 Compared to 1999 --------------------- Average Sales Prices --------------------------------------------------------------------------- P/ship 2000 1999 % Change ------ ------------------ ------------------ -------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- I-D $31.27 $3.71 $14.01 $2.08 123% 78% I-E 28.23 3.59 16.63 2.07 70% 73% I-F 28.39 3.77 16.68 2.17 70% 74% Production Volumes ---------------------------------------------------------------------------- P/ship 2000 1999 % Change -------- -------------------- --------------------- --------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------ --------- ------ --------- ------ ----- I-D 5,645 296,803 8,482 314,010 (33%) (5%) I-E 52,169 1,490,003 58,465 1,540,061 (11%) (3%) I-F 25,105 347,462 27,794 381,318 (10%) (9%) Average Production Costs per Equivalent Barrel of Oil -------------------------------------- P/ship 2000 1999 % Change ------ ----- ----- -------- I-D $3.97 $2.62 52% I-E 4.80 3.66 31% I-F 6.38 4.65 37% Liquidity and Capital Resources Net proceeds from operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. See "Item 5. Market for Units and Related Limited Partner Matters." The net proceeds from production are not reinvested in productive assets, except to the extent that producing wells are improved, 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 2001 production levels for -35- future years, the Partnerships' proved reserve quantities at December 31, 2001 would have the following remaining lives: Partnership Gas-Years Oil-Years ----------- --------- --------- I-D 5.6 15.5 I-E 5.2 7.8 I-F 9.0 7.8 These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. Any decrease from the high oil and gas prices at December 31, 2001 may cause a decrease in the estimated life of said reserves. The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties and there should be no further material capital resource commitments for any of the Partnerships in the future. Occasional expenditures by the Partnerships for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. The Partnerships sold certain oil and gas properties during 2000, 1999, and 1998. The sale of the Partnerships' properties was made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties were included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sale of oil and gas properties during 2001, 2000, and 1999, were as follows: Partnership 2001 2000 1999 ----------- -------- -------- ---------- I-D $ 5,189 $ 738 $ 494 I-E 22,262 119,626 2,695 I-F 42,331 84,068 2,732 The General Partner believes that the sale of these properties will be beneficial to the Partnerships in the long-term since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold. In August 1999, the I-E and I-F Partnerships received insurance settlement proceeds in the amounts of $675,000 and -36- $472,500, respectively, for the costs incurred to drill the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana for the purpose of relieving pressure in another well which suffered a blowout during a workover attempt. This new well was completed as a producing gas well in 1998. The insurance proceeds amounts were included in the Partnerships' August 1999 cash distribution. There can be no assurance as to the amount of the Partnerships' future cash distributions. The Partnerships' ability to make cash distributions depends primarily upon the level of available cash flow generated by the Partnerships' operating activities, which will be affected (either positively or negatively) by many factors beyond the control of the Partnerships, including the price of and demand for oil and gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Partnerships are not replacing production through acquisitions of producing properties and drilling. The Partnerships' quantity of proved reserves has been reduced by the sale of oil and gas properties as described above; therefore, it is possible that the Partnerships' future cash distributions will decline as a result of a reduction of the Partnerships' reserve base. Pursuant to the terms of the Partnership Agreements, the Partnerships would have terminated on December 31, 1999. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. The General Partner has extended the terms of the Partnerships for the second two-year extension period to December 31, 2003. New Accounting Pronouncements Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations. -37- In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships' financial condition or results of operations. Inflation and Changing Prices Prices obtained for oil and gas production depend upon numerous factors, including the extent of domestic and foreign production, foreign imports of oil, market demand, domestic and foreign economic conditions in general, and governmental regulations and tax laws. The general level of inflation in the economy did not have a material effect on the operations of the Partnerships in 2001. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History." ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements and supplementary data are indexed in Item 14 hereof. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. -38- PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER The Partnerships have no directors or executive officers. The following individuals are directors and executive officers of the General Partner. The business address of such director and executive officers is Two West Second Street, Tulsa, Oklahoma 74103. Name Age Position with Geodyne ---------------- --- -------------------------------- Dennis R. Neill 49 President and Director Judy K. Fox 50 Secretary The director will hold office until the next annual meeting of shareholders of Geodyne or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors. Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc. Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated. Section 16(a) Beneficial Ownership Reporting Compliance To the knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 2001 of reports required under Section 16 of the Securities Exchange Act of 1934. -39- ITEM 11. EXECUTIVE COMPENSATION The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership for 2001, 2000, and 1999, is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amount charged to the Partnerships have not fluctuated every year due to expense limitations imposed by the Partnership Agreements. Partnership 2001 2000 1999 ----------- -------- -------- -------- I-D $ 79,944 $ 79,944 $ 79,944 I-E 464,880 464,880 464,880 I-F 159,120 159,120 159,120 None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities based on the allocation method described above. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 2001, 2000, and 1999: -40-
Salary Reimbursements I-D Partnership --------------- Three Years Ended December 31, 2001 Long Term Compensation -------------------------------- Annual Compensation Awards Payouts ---------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1999 - - - - - - - 2000 - - - - - - - 2001 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1999 $48,830 - - - - - - 2000 $47,447 - - - - - - 2001 $44,385 - - - - - - ---------- (1) The general and administrative expenses paid by the I-D Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the I-D Partnership and no individual's salary or other compensation reimbursement from the I-D Partnership equals or exceeds $100,000 per annum.
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Salary Reimbursements I-E Partnership --------------- Three Years Ended December 31, 2001 Long Term Compensation -------------------------------- Annual Compensation Awards Payouts ---------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1999 - - - - - - - 2000 - - - - - - - 2001 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1999 $283,949 - - - - - - 2000 $275,906 - - - - - - 2001 $258,101 - - - - - - ---------- (1) The general and administrative expenses paid by the I-E Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the I-E Partnership and no individual's salary or other compensation reimbursement from the I-E Partnership equals or exceeds $100,000 per annum.
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Salary Reimbursements I-F Partnership --------------- Three Years Ended December 31, 2001 Long Term Compensation -------------------------------- Annual Compensation Awards Payouts ---------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1999 - - - - - - - 2000 - - - - - - - 2001 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1999 $97,190 - - - - - - 2000 $94,438 - - - - - - 2001 $88,343 - - - - - - ---------- (1) The general and administrative expenses paid by the I-F Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the I-F Partnership and no individual's salary or other compensation reimbursement from the I-F Partnership equals or exceeds $100,000 per annum.
-43- Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report. Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table provides information as to the beneficial ownership of the Units as of February 1, 2002 by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103. Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) ------------------------------------ ------------------ I-D Partnership: --------------- Samson Resources Company 1,529 (21.3%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 1,529 (21.3%) -44- I-E Partnership: --------------- Samson Resources Company 9,613 (23.0%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 9,613 (23.0%) I-F Partnership: --------------- Samson Resources Company 3,802 (26.5%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 3,802 (26.5%) ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in conflicts of interest that cannot be totally eliminated. The allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships. In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests. The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such -45- time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties. Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnerships who provide services to the Partnerships have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson. -46- PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements, Financial Statement Schedules, and Exhibits. (1) Financial Statements: The following financial statements for the Geodyne Energy Income Limited Partnership I-D Geodyne Energy Income Limited Partnership I-E Geodyne Energy Income Limited Partnership I-F as of December 31, 2001 and 2000 and for each of the three years in the period ended December 31, 2001 are filed as part of this report: Report of Independent Accountants Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Partners' Capital (Deficit) Combined Statements of Cash Flows Notes to Combined Financial Statements (2) Financial Statement Schedules: None. (3) Exhibits: Exh. No. Exhibit 4.1 Amended and Restated Agreement and Certificate of Limited Partnership dated March 4, 1986 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.2 Amended and Restated Certificate of Limited Partnership of Paine- Webber/Geodyne Energy Income Limited Partnership I-D dated March 9, 1989. 4.3 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year -47- ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.5 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.6 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-D. *4.8 Second Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. *4.9 Third Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. *4.10 Fourth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. 4.11 Amended and Restated Agreement and Certificate of Limited Partnership dated September 10, 1986 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. -48- *4.12 Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated March 9, 1989. 4.13 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.14 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.15 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.16 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.17 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-E. *4.18 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-E. *4.19 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-E. *4.20 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-E. -49- 4.21 Amended and Restated Agreement and Certificate of Limited Partnership dated December 17, 1986 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.22 Amended and Restated Certificate of Limited Partnership of Paine- Webber/Geodyne Energy Income Limited Partnership I-F dated March 9, 1989. 4.23 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.24 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.25 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.26 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership I-E. *4.28 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-F. -50- *4.29 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-F. *4.30 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-F. 10.1 Amended and Restated Agreement of Partnership dated March 4, 1986 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.4 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *10.5 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-D. 10.6 Amended and Restated Agreement of Partnership dated September 10, 1986 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.7 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year -51- ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.8 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.9 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *10.10 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-E. 10.11 Amended and Restated Agreement of Partnership dated December 17, 1986 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.12 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.13 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.14 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. -52- *10.15 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-F. 23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-D. 23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-E. 23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-F. All other Exhibits are omitted as inapplicable. ---------------------- *Filed herewith. (b) Reports on Form 8-K filed during the fourth quarter of 2001: Each Partnership filed a Current Report of Form 8-K as follows: Date of Event: November 14, 2001 Date filed with the SEC: November 16, 2001 Items Included: Item 5 - Other Events Item 7 - Exhibits -53- SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F By: GEODYNE RESOURCES, INC. General Partner February 28, 2002 By: //s// Dennis R. Neill ------------------------------ Dennis R. Neill President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated. By: //s//Dennis R. Neill President and February 28, 2002 ------------------- Director (Principal Dennis R. Neill Executive Officer) //s//Craig D. Loseke Chief Financial February 28, 2002 ------------------- Officer (Principal Craig D. Loseke Financial and Accounting Officer) //s//Judy K. Fox Secretary February 28, 2002 ------------------- Judy K. Fox -54- ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE PRODUCTION PARTNERSHIP I-D In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership I-D, an Oklahoma limited partnership, and Geodyne Production Partnership I-D, an Oklahoma general partnership, at December 31, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 25, 2002 F-1 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Balance Sheets December 31, 2001 and 2000 ASSETS ------ 2001 2000 ---------- ------------ CURRENT ASSETS: Cash and cash equivalents $148,852 $ 238,748 Accounts receivable: Oil and gas sales 61,223 238,567 General Partner (Note 2) 49,103 - ------- -------- Total current assets $259,178 $ 477,315 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 411,383 465,035 DEFERRED CHARGE 98,433 121,991 ------- -------- $768,994 $1,064,341 ======= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 10,086 $ 8,646 Gas imbalance payable 27,101 37,628 ------- --------- Total current liabilities $ 37,187 $ 46,274 ACCRUED LIABILITY $ 37,370 $ 41,157 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 32,551) ($ 11,358) Limited Partners, issued and outstanding, 7,195 Units 726,988 988,268 ------- --------- Total Partners' capital $694,437 $ 976,910 ------- --------- $768,994 $1,064,341 ======= ========= The accompanying notes are an integral part of these combined financial statements. F-2 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ---------- ---------- ---------- REVENUES: Oil and gas sales $ 980,513 $1,277,648 $ 771,318 Interest income 7,429 10,265 6,129 Gain on sale of oil and gas properties 53,311 - 494 --------- --------- -------- $1,041,253 $1,287,913 $ 777,941 COSTS AND EXPENSES: Lease operating $ 163,712 $ 134,453 $ 107,635 Production tax 67,662 84,342 51,917 Depreciation, depletion, and amortization of oil and gas properties 66,232 61,791 85,530 General and administrative 101,920 92,334 90,409 --------- --------- --------- $ 399,526 $ 372,920 $ 335,491 --------- --------- -------- NET INCOME $ 641,727 $ 914,993 $ 442,450 ========= ========= ======== GENERAL PARTNER - NET INCOME $ 104,007 $ 144,360 $ 77,422 ========= ========= ======== LIMITED PARTNERS - NET INCOME $ 537,720 $ 770,633 $ 365,028 ========= ========= ======== NET INCOME per Unit $ 74.74 $ 107.11 $ 50.73 ========= ========= ======== UNITS OUTSTANDING 7,195 7,195 7,195 ========= ========= ======== The accompanying notes are an integral part of these combined financial statements. F-3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2001, 2000, and 1999 Limited General Partners Partner Total ---------- ---------- ---------- Balance, Dec. 31, 1998 $959,607 ($ 53,161) $906,446 Net income 365,028 77,422 442,450 Cash distributions ( 450,000) ( 55,413) ( 505,413) ------- ------- ------- Balance, Dec. 31, 1999 $874,635 ($ 31,152) $843,483 Net income 770,633 144,360 914,993 Cash distributions ( 657,000) ( 124,566) ( 781,566) ------- ------- ------- Balance, Dec. 31, 2000 $988,268 ($ 11,358) $976,910 Net income 537,720 104,007 641,727 Cash distributions ( 799,000) ( 125,200) ( 924,200) ------- ------- ------- Balance, Dec. 31, 2001 $726,988 ($ 32,551) $694,437 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-D Combined Statements of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $641,727 $914,993 $442,450 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 66,232 61,791 85,530 Gain on sale of oil and gas properties ( 53,311) - ( 494) (Increase) decrease in accounts receivable - oil and gas sales 177,344 ( 107,988) 3,898 (Increase) decrease in deferred charge 23,558 ( 36,144) ( 19,785) Increase (decrease) in accounts payable 1,440 ( 7,548) 6,924 Increase (decrease) in gas imbalance payable ( 10,527) 1,035 ( 6,928) Increase (decrease) in accrued liability ( 3,787) 14,759 11,942 ------- ------- ------- Net cash provided by operating activities $842,676 $840,898 $523,537 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,561) ($ 5,264) ($ 2,037) Proceeds from sale of oil and gas properties 5,189 738 494 ------- ------- ------- Net cash used by investing activities ($ 8,372) ($ 4,526) ($ 1,543) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($924,200) ($781,566) ($505,413) ------- ------- ------- Net cash used by financing Activities ($924,200) ($781,566) ($505,413) ------- ------- ------- F-5 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 89,896) $ 54,806 $ 16,581 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 238,748 183,942 167,361 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $148,852 $238,748 $183,942 ======= ======= ======= The accompanying notes are an integral part of these combined financial statements. F-6 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE PRODUCTION PARTNERSHIP I-E In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership I-E, an Oklahoma limited partnership, and Geodyne Production Partnership I-E, an Oklahoma general partnership, at December 31, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 25, 2002 F-7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Balance Sheets December 31, 2001 and 2000 ASSETS ------ 2001 2000 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 780,235 $1,309,542 Accounts receivable: Oil and gas sales 465,409 1,320,349 General Partner (Note 2) 157,811 - --------- --------- Total current assets $1,403,455 $2,629,891 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,290,340 3,140,757 DEFERRED CHARGE 542,109 675,247 --------- --------- $4,235,904 $6,445,895 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 99,801 $ 71,113 Accrued Liability - other (Note 1) 245,985 - Gas imbalance payable 99,465 159,002 --------- --------- Total current liabilities $ 445,251 $ 230,115 ACCRUED LIABILITY $ 219,317 $ 243,815 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 183,708) ($ 25,660) Limited Partners, issued and outstanding, 41,839 Units 3,755,044 5,997,625 --------- --------- Total Partners' capital $3,571,336 $5,971,965 --------- --------- $4,235,904 $6,445,895 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ---------- ---------- --------- REVENUES: Oil and gas sales $5,986,774 $6,819,350 $4,161,530 Interest income 41,845 53,772 18,059 Gain on sale of oil and gas properties 170,298 91,554 1,587 Insurance settlement - - 675,000 --------- --------- --------- $6,198,917 $6,964,676 $4,856,176 COSTS AND EXPENSES: Lease operating $1,414,687 $ 993,562 $ 884,151 Production tax 392,616 448,956 269,786 Depreciation, depletion, and amortization of oil and gas properties 920,139 501,958 652,767 General and administrative 502,480 520,731 520,070 --------- --------- --------- $3,229,922 $2,465,207 $2,326,774 --------- --------- --------- NET INCOME $2,968,995 $4,499,469 $2,529,402 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 566,576 $ 737,129 $ 468,089 ========= ========= ========= LIMITED PARTNERS - NET INCOME $2,402,419 $3,762,340 $2,061,313 ========= ========= ========= NET INCOME per Unit $ 57.42 $ 89.92 $ 49.27 ========= ========= ========= UNITS OUTSTANDING 41,839 41,839 41,839 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2001, 2000, and 1999 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1998 $5,180,972 ($232,100) $4,948,872 Net income 2,061,313 468,089 2,529,402 Cash distributions ( 1,745,000) ( 342,771) ( 2,087,771) --------- ------- --------- Balance, Dec. 31, 1999 $5,497,285 ($106,782) $5,390,503 Net income 3,762,340 737,129 4,499,469 Cash distributions ( 3,262,000) ( 656,007) ( 3,918,007) --------- ------- --------- Balance, Dec. 31, 2000 $5,997,625 ($ 25,660) $5,971,965 Net income 2,402,419 566,576 2,968,995 Cash distributions ( 4,645,000) ( 724,624) ( 5,369,624) --------- ------- --------- Balance, Dec. 31, 2001 $3,755,044 ($183,708) $3,571,336 ========= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-E Combined Statements of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,968,995 $4,499,469 $2,529,402 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 920,139 501,958 652,767 Gain on sale of oil and gas properties ( 170,298) ( 91,554) ( 1,587) (Increase) decrease in accounts receivable - oil and gas sales 854,940 ( 547,933) ( 120,971) (Increase) decrease in deferred charge 133,138 ( 52,966) ( 51,736) Increase (decrease) in accounts payable 28,688 ( 33,019) ( 105,354) Increase in accounts payable - other 245,985 - - Increase (decrease) in gas imbalance payable ( 59,537) ( 15,637) 58,831 Increase (decrease) in accrued liability ( 24,498) 53,851 38,474 --------- --------- --------- Net cash provided by operating activities $4,897,552 $4,314,169 $2,999,826 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 79,497) ($ 97,556) ($ 35,443) Proceeds from sale of oil and gas properties 22,262 119,626 2,695 --------- --------- --------- Net cash provided (used) by investing activities ($ 57,235) $ 22,070 ($ 32,748) --------- --------- --------- F-11 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($5,369,624) ($3,918,007) ($2,087,771) --------- --------- --------- Net cash used by financing Activities ($5,369,624) ($3,918,007) ($2,087,771) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 529,307) $ 418,232 $ 879,307 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,309,542 891,310 12,003 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 780,235 $1,309,542 $ 891,310 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-12 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE PRODUCTION PARTNERSHIP I-F In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership I-F, an Oklahoma limited partnership, and Geodyne Production Partnership I-F, an Oklahoma general partnership, at December 31, 2001 and 2000, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 2001, in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 25, 2002 F-13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Balance Sheets December 31, 2001 and 2000 ASSETS ------ 2001 2000 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 114,388 $ 437,623 Accounts receivable: Oil and gas sales 138,533 359,478 General Partner (Note 2) 54,282 - --------- --------- Total current assets $ 307,203 $ 797,101 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 687,356 1,000,652 DEFERRED CHARGE 396,557 464,191 --------- --------- $1,391,116 $2,261,944 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 48,556 $ 32,992 Accrued Liability - other (Note 1) 172,190 - Gas imbalance payable 32,160 67,508 --------- --------- Total current liabilities $ 252,906 $ 100,500 ACCRUED LIABILITY $ 171,440 $ 185,520 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 49,082) $ 7,531 Limited Partners, issued and outstanding, 14,321 Units 1,015,852 1,968,393 --------- --------- Total Partners' capital $ 966,770 $1,975,924 --------- --------- $1,391,116 $2,261,944 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Operations For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,594,591 $2,022,926 $1,292,077 Interest income 11,379 16,111 3,902 Gain on sale of oil and gas properties 93,970 64,487 546 Insurance settlement - - 472,500 --------- --------- --------- $1,699,940 $2,103,524 $1,769,025 COSTS AND EXPENSES: Lease operating $ 706,599 $ 401,239 $ 345,710 Production tax 96,381 128,314 79,336 Depreciation, depletion, and amortization of oil and gas properties 336,780 153,255 221,991 General and administrative 184,296 180,435 178,697 --------- --------- --------- $1,324,056 $ 863,243 $ 825,734 --------- --------- --------- NET INCOME $ 375,884 $1,240,281 $ 943,291 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 96,425 $ 205,081 $ 171,987 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 279,459 $1,035,200 $ 771,304 ========= ========= ========= NET INCOME per Unit $ 19.51 $ 72.29 $ 53.86 ========= ========= ========= UNITS OUTSTANDING 14,321 14,321 14,321 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 2001, 2000, and 1999 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1998 $1,398,889 ($ 94,547) $1,304,342 Net income 771,304 171,987 943,291 Cash distributions ( 395,000) ( 86,672) ( 481,672) --------- ------- --------- Balance, Dec. 31, 1999 $1,775,193 ($ 9,232) $1,765,961 Net income 1,035,200 205,081 1,240,281 Cash distributions ( 842,000) ( 188,318) ( 1,030,318) --------- ------- --------- Balance, Dec. 31, 2000 $1,968,393 $ 7,531 $1,975,924 Net income 279,459 96,425 375,884 Cash distributions ( 1,232,000) ( 153,038) ( 1,385,038) --------- ------- --------- Balance, Dec. 31, 2001 $1,015,852 ($ 49,082) $ 966,770 ========= ======= ========= The accompanying notes are an integral part of these combined financial statements. F-16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP I-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP I-F Combined Statements of Cash Flows For the Years Ended December 31, 2001, 2000, and 1999 2001 2000 1999 ------------ ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 375,884 $1,240,281 $943,291 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 336,780 153,255 221,991 Gain on sale of oil and gas properties ( 93,970) ( 64,487) ( 546) (Increase) decrease in accounts receivable - oil and gas sales 220,945 ( 109,290) ( 54,744) (Increase) decrease in deferred charge 67,634 ( 88,500) ( 28,987) Increase (decrease) in accounts payable 15,564 ( 964) ( 372,784) Increase in accounts payable - other 172,190 - - Increase (decrease) in gas imbalance payable ( 35,348) ( 1,393) 30,163 Increase (decrease) in accrued liability ( 14,080) 63,434 12,933 --------- --------- ------- Net cash provided by operating activities $1,045,599 $1,192,336 $751,317 --------- --------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 26,127) ($ 62,963) ($ 23,334) Proceeds from sale of oil and gas properties 42,331 84,068 2,732 --------- --------- ------- Net cash provided (used) by investing activities $ 16,204 $ 21,105 ($ 20,602) --------- --------- ------- F-17 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,385,038) ($1,030,318) ($481,672) --------- --------- ------- Net cash used by financing Activities ($1,385,038) ($1,030,318) ($481,672) --------- --------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 323,235) $ 183,123 $249,043 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 437,623 254,500 5,457 --------- --------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 114,388 $ 437,623 $254,500 ========= ========= ======= The accompanying notes are an integral part of these combined financial statements. F-18 GEODYNE ENERGY INCOME PROGRAM I LIMITED PARTNERSHIPS Notes to the Combined Financial Statements For the Years Ended December 31, 2001, 2000, and 1999 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations The Geodyne Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. is the general partner of the Partnerships. Each Partnership is a general partner in the related Geodyne Energy Income Production Partnership (collectively, the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions: Limited Partner Date of Capital Partnership Activation Contributions ----------- ------------------ -------------- I-D March 4, 1986 $ 7,194,700 I-E September 10, 1986 41,839,400 I-F December 16, 1986 14,320,900 The Partnerships' original termination date under their partnership agreements was December 31, 1999. The General Partner has extended the terms of the Partnerships for their second two-year period to December 31, 2003 pursuant to its right to extend the term of each Partnership for up to five periods of two years each. For purposes of these financial statements, the Partnerships and Production Partnerships are collectively referred to as the "Partnerships" and the general partner and managing partner are collectively referred to as the "General Partner." An affiliate of the General Partner owned the following Units at December 31, 2001: F-19 Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- I-D 1,529 21.3% I-E 9,613 23.0% I-F 3,802 26.5% The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas reserves are being sold regionally on the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon obtaining transportation services provided by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells under short-term purchase contracts at prevailing arrangements which are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends. Allocation of Costs and Revenues The Partnerships have achieved payout and therefore the combination of the allocation provisions in each Partnership's limited partnership agreement and each Production Partnership's partnership agreement (collectively, the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows: F-20 General Limited Partner Partners Costs(1) -------- -------- ------------------------ Property acquisition costs 1% 99% Identified development drilling 1% 99% Development drilling 15% 85% General and administra- tive costs, direct administrative costs and operating costs 15% 85% Income(1) ------------------------ Temporary investments of Limited Partners' capital contributions 1% 99% Income from oil and gas production 15% 85% Sale of producing pro- perties 15% 85% All other income 15% 85% ---------- (1) The allocations in the table result generally from the combined effect of the allocation provisions in the Partnership Agreements. For example, the costs incurred in development drilling are allocated 90.9091% to the limited partnership and 9.0909% to the managing partner. The 90.9091% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 90% of such costs and the General Partner is allocated 10% of such costs. Basis of Presentation These financial statements reflect the combined accounts of each Partnership after the elimination of all inter-partnership transactions and balances. Cash and Cash Equivalents The Partnerships consider all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents are not insured, which cause the Partnerships to be subject to risk. F-21 Credit Risk Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers. Oil and Gas Properties The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Leasehold impairment of unproved properties is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' depletion, depreciation, and amortization includes dismantlement and abandonment costs, net of estimated salvage value. The depreciation, depletion, and amortization rates per equivalent barrel of oil produced during the years ended December 31, 2001, 2000, and 1999, were as follows: Partnership 2001 2000 1999 ----------- ------ ------ ------ I-D $1.58 $1.12 $1.41 I-E 3.65 1.67 2.07 I-F 5.11 1.85 2.43 F-22 When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties at the field level. If the unamortized costs of oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. No impairment provisions were recorded by the Partnerships during the three years ended December 31, 2001. The risk that the Partnerships will be required to record similar impairment provisions in the future increases as oil and gas prices decrease. Deferred Charge The Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average production costs per Mcf during the period the underproduction occurred. At December 31, 2001 and 2000, 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: 2001 2000 ---------------------- ---------------------- Partnership Mcf Amount Mcf Amount ----------- --------- -------- --------- -------- I-D 187,456 $ 98,433 232,319 $121,991 I-E 813,733 542,109 1,013,580 675,247 I-F 323,219 396,557 378,345 464,191 Accrued Liability - Other The Accrued Liability - Other at December 31, 2001 for the I-E and I-F Partnerships represents a charge accrued for the payment of a judgment related to plugging liabilities, which judgment is currently under appeal. Accrued Liability The Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in F-23 calculating the accrued liability is the average of the annual production costs per Mcf during the period the overproduction occurred. At December 31, 2001 and 2000, 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: 2001 2000 ---------------------- -------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- -------- I-D 71,167 $ 37,370 78,379 $ 41,157 I-E 329,207 219,317 365,979 243,815 I-F 139,734 171,440 151,210 185,520 Oil and Gas Sales and Gas Imbalance Payable The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenue unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. At December 31, 2001 and 2000 total sales exceeded the Partnerships' share of estimated total gas reserves as follows: 2001 2000 ------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- ------- ------- -------- I-D 18,067 $27,101 25,085 $ 37,628 I-E 66,310 99,465 106,001 159,002 I-F 21,440 32,160 45,005 67,508 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 F-24 the well or by a negotiated or contractual payment to the underproduced party. General and Administrative Overhead The General Partner and its affiliates are reimbursed for actual general and administrative costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships. Use of Estimates in Financial Statements The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Further, the deferred charge, the gas imbalance payable, and the accrued liability all involve estimates which could materially differ from the actual amounts ultimately realized or incurred in the near term. Oil and gas reserves (see Note 4) also involve significant estimates which could materially differ from the actual amounts ultimately realized. New Accounting Pronouncements Below is a brief description of Financial Accounting Standards ("FAS") recently issued by the Financial Accounting Standards Board ("FASB") which may have an impact on the Partnerships' future results of operations and financial position. In July 2001, the FASB issued FAS No. 143, "Accounting for Asset Retirement Obligations", which is effective for fiscal years beginning after June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require the recording of the fair value of liabilities associated with the retirement of long-lived assets (mainly plugging and abandonment costs for the Partnerships' depleted wells), in the period in which the liabilities are incurred (at the time the wells are drilled). Management has not yet determined the effect of adopting this statement on the Partnerships' financial condition or results of operations. In August 2001, the FASB issued FAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets", which is effective for fiscal years beginning after December 15, 2001 (January 1, 2002 for the Partnerships). This statement supersedes FAS No. 121 "Accounting for the Impairment of Long- F-25 Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions of FAS No. 144, as they relate to the Partnerships, are essentially the same as FAS No. 121 and thus are not expected to have a significant effect on the Partnerships' financial condition or results of operations. 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. 2. TRANSACTIONS WITH RELATED PARTIES The Partnerships reimburse the General Partner for the general and administrative overhead applicable to the Partnerships, based on an allocation of actual costs incurred by the General Partner. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated every year due to expense limitations imposed by the Partnership Agreements. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 2001, 2000, and 1999: Partnership 2001 2000 1999 ----------- -------- -------- -------- I-D $ 79,944 $ 79,944 $ 79,944 I-E 464,880 464,880 464,880 I-F 159,120 159,120 159,120 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells. F-26 Accounts Receivable - General Partner The Accounts Receivable - General Partner at December 31, 2001 for the I-D, I-E, and I-F Partnerships represents accrued proceeds from a related party for the sale of certain oil and gas properties during December 2001. Such amount was received in January 2002. 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, 2001, 2000, and 1999: Partnership Purchaser Percentage ----------- --------------------- -------------------------- 2001 2000 1999 ----- ----- ----- I-D El Paso Energy Marketing Company ("El Paso") 41.5% 34.1% 48.4% Sid Richardson Carbon & Gas ("Richardson") 21.5% 15.2% - Duke Energy Field Services ("Duke") 14.4% 10.7% - Hallwood Petroleum - 11.0% 11.7% Conoco, Inc. ("Conoco") - - 18.8% I-E El Paso 38.6% 37.3% 54.6% Richardson 21.8% 16.8% - Amoco Production Co. - 10.0% - I-F El Paso 31.8% 29.5% 30.7% Duke 12.6% - - Amoco Production Co. - 12.5% 11.7% Conoco - - 10.8% 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-27 4. SUPPLEMENTAL OIL AND GAS INFORMATION The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC. Capitalized Costs Capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 2001 and 2000 were as follows: I-D Partnership --------------- 2001 2000 ------------ ------------ Proved properties $ 4,580,065 $ 4,611,546 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 4,168,682) ( 4,146,511) ---------- ---------- Net oil and gas Properties $ 411,383 $ 465,035 ========== ========== I-E Partnership --------------- 2001 2000 ------------ ------------ Proved properties $26,438,353 $26,510,750 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 24,148,013) ( 23,369,993) ---------- ---------- Net oil and gas Properties $ 2,290,340 $ 3,140,757 ========== ========== F-28 I-F Partnership --------------- 2001 2000 ------------ ------------ Proved properties $ 7,855,580 $ 7,914,602 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 7,168,224) ( 6,913,950) ---------- ---------- Net oil and gas properties $ 687,356 $ 1,000,652 ========== ========== Costs Incurred The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 2001, 2000, and 1999. Costs incurred by the Partnerships in connection with oil and gas property development activities during 2001, 2000, and 1999 were as follows: Partnership 2001 2000 1999 ----------- -------- -------- -------- I-D $13,561 $ 5,264 $ 2,037 I-E 79,497 97,556 35,443 I-F 26,127 62,963 23,334 Quantities of Proved Oil and Gas Reserves - Unaudited The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States, for the periods indicated. The proved reserves at December 31, 2001, 2000, and 1999, were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volume to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott. F-29 I-D Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1998 37,776 1,634,897 Production ( 8,482) ( 314,010) Revisions of previous estimates 80,895 272,928 ------- --------- Proved reserves, Dec. 31, 1999 110,189 1,593,815 Production ( 5,645) ( 296,803) Revisions of previous estimates ( 46,700) 147,246 ------- --------- Proved reserves, Dec. 31, 2000 57,844 1,444,258 Production ( 3,301) ( 231,126) Sales of minerals in place ( 8) ( 22,953) Extensions and discoveries 1,097 19,130 Revisions of previous estimates ( 4,495) 94,003 ------- --------- Proved reserves, Dec. 31, 2001 51,137 1,303,312 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 110,166 1,593,084 ======= ========= December 31, 2000 57,844 1,444,258 ======= ========= December 31, 2001 51,137 1,303,312 ======= ========= F-30 I-E Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1998 318,570 9,379,871 Production ( 58,465) (1,540,061) Extensions and discoveries 67 16,189 Revisions of previous estimates 467,644 435,563 ------- --------- Proved reserves, Dec. 31, 1999 727,816 8,291,562 Production ( 52,169) (1,490,003) Sales of minerals in place ( 31,935) ( 23,549) Extensions and discoveries - 23,214 Revisions of previous estimates (204,637) 741,370 ------- --------- Proved reserves, Dec. 31, 2000 439,075 7,542,594 Production ( 42,531) (1,256,766) Sales of minerals in place - ( 72,954) Extensions and discoveries 8,897 107,330 Revisions of previous estimates ( 71,650) 268,287 ------- --------- Proved reserves, Dec. 31, 2001 333,791 6,588,491 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 727,565 8,283,990 ======= ========= December 31, 2000 439,075 7,542,594 ======= ========= December 31, 2001 333,791 6,588,491 ======= ========= F-31 I-F Partnership --------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 1998 149,517 3,035,177 Production ( 27,794) ( 381,318) Extensions and discoveries 46 11,332 Revisions of previous estimates 229,882 105,148 ------- --------- Proved reserves, Dec. 31, 1999 351,651 2,770,339 Production ( 25,105) ( 347,462) Sales of minerals in place ( 22,359) ( 16,485) Extensions and discoveries - 16,250 Revisions of previous estimates ( 93,309) 175,485 ------- --------- Proved reserves, Dec. 31, 2000 210,878 2,598,127 Production ( 20,545) ( 272,161) Sales of minerals in place - ( 25,093) Extensions and discoveries 5,124 7,026 Revisions of previous estimates ( 34,420) 140,472 ------- --------- Proved reserves, Dec. 31, 2001 161,037 2,448,371 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1999 351,522 2,766,466 ======= ========= December 31, 2000 210,878 2,598,127 ======= ========= December 31, 2001 161,037 2,583,547 ======= ========= 5. QUARTERLY FINANCIAL DATA (Unaudited) Summarized unaudited quarterly financial data for 2001 and 2000 are as follows: F-32 I-D Partnership --------------- 2001 ----------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) -------- -------- -------- -------- Total Revenues $367,633 $295,268 $218,997 $159,355 Gross Profit (1) 306,288 221,877 173,554 108,160 Net Income 258,896 189,321 136,560 56,950 Limited Partners' Net Income Per Unit 30.49 22.20 15.88 6.17 2000 ------------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter -------- -------- -------- -------- Total Revenues $220,463 $372,089 $372,965 $322,396 Gross Profit (1) 136,327 327,090 320,163 285,538 Net Income 93,033 284,790 280,330 256,840 Limited Partners' Net Income Per Unit 10.71 33.29 32.84 30.27 -------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization. F-33 I-E Partnership --------------- 2001 ----------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) -------- ---------- ---------- --------- Total Revenues $2,137,875 $1,806,884 $1,359,389 $894,769 Gross Profit (1) 1,720,310 1,462,053 1,020,976 188,275 Net Income (Loss) 1,477,107 1,235,799 762,642 ( 506,553) Limited Partners' Net Income (Loss) Per Unit 29.75 24.79 15.08 ( 12.20) 2000 ------------------------------------------------------ First Second Third Fourth Quarter Quarter Quarter Quarter ---------- ---------- ---------- ---------- Total Revenues $1,332,130 $1,669,636 $2,013,576 $1,949,334 Gross Profit (1) 990,403 1,357,401 1,683,533 1,490,821 Net Income 686,385 1,093,650 1,418,832 1,300,602 Limited Partners' Net Income Per Unit 13.48 21.78 28.41 26.25 -------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization, and the recording of estimated cost related to a litigation judgment. (See Note 1.) F-34 I-F Partnership --------------- 2001 ---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter(2) --------- --------- --------- ---------- Total Revenues $601,032 $431,314 $367,890 $299,704 Gross Profit (Loss)(1) 456,962 296,782 236,332 ( 93,116) Net Income (Loss) 364,082 227,645 153,719 ( 369,562) Limited Partners' Net Income (Loss) Per Unit 21.69 13.29 8.75 ( 24.22) 2000 ---------------------------------------------------- First Second Third Fourth Quarter Quarter Quarter Quarter --------- --------- --------- ---------- Total Revenues $441,901 $506,349 $589,601 $565,673 Gross Profit (1) 299,143 375,661 458,548 440,619 Net Income 207,208 297,904 381,221 353,948 Limited Partners' Net Income Per Unit 11.95 17.37 22.34 20.63 -------------------- (1) Total revenues less oil and gas production expenses. (2) Significant decline in Fourth Quarter Net Income resulted from certain significant wells becoming uneconomical, resulting in higher depreciation, depletion and amortization, and the recording of estimated cost related to a litigation judgment. (See Note 1.) F-35 INDEX TO EXHIBITS ----------------- Exh. No. Exhibit 4.1 Amended and Restated Agreement and Certificate of Limited Partnership dated March 4, 1986 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.2 Amended and Restated Certificate of Limited Partnership of Paine- Webber/Geodyne Energy Income Limited Partnership I-D dated March 9, 1989. 4.3 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.5 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.6 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-D filed as Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. F-36 *4.7 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Production Partnership I-D. *4.8 Second Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. *4.9 Third Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. *4.10 Fourth Amendment to Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-D. 4.11 Amended and Restated Agreement and Certificate of Limited Partnership dated September 10, 1986 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.12 Amended and Restated Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership I-E dated March 9, 1989. 4.13 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.14 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.15 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. F-37 4.16 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-E filed as Exhibit 4.14 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.17 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001 for Geodyne Energy Income Limited Partnership I-E. *4.18 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-E. *4.19 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-E. *4.20 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-E. 4.21 Amended and Restated Agreement and Certificate of Limited Partnership dated December 17, 1986 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.22 Amended and Restated Certificate of Limited Partnership of Paine- Webber/Geodyne Energy Income Limited Partnership I-F dated March 9, 1989. 4.23 First Amendment to Amended and Restated Certificate of Limited Partnership and First Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated February 24, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.24 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated August 4, 1993 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. F-38 4.25 Third Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated July 1, 1996 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 4.26 Fourth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated December 23, 1999 for Geodyne Energy Income Limited Partnership I-F filed as Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *4.27 Fifth Amendment to Amended and Restated Agreement and Certificate of Limited Partnership dated November 14, 2001, for the Geodyne Energy Income Limited Partnership I-E. *4.28 Second Amendment to Amended and Restated Certificate of Limited Partnership dated July 1, 1996, for Geodyne Energy Income Limited Partnership I-F. *4.29 Third Amendment to Amended and Restated Certificate of Limited Partnership dated December 27, 1999, for Geodyne Energy Income Limited Partnership I-F. *4.30 Fourth Amendment to Amended and Restated Certificate of Limited Partnership dated November 14, 2001, for Geodyne Energy Income Limited Partnership I-F. 10.1 Amended and Restated Agreement of Partnership dated March 4, 1986 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.1 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.2 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.4 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.3 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.7 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. F-39 10.4 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-D filed as Exhibit 10.10 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *10.5 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-D. 10.6 Amended and Restated Agreement of Partnership dated September 10, 1986 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.2 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.7 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.5 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.8 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.8 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.9 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-E filed as Exhibit 10.11 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *10.10 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-E. 10.11 Amended and Restated Agreement of Partnership dated December 17, 1986 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.3 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. F-40 10.12 First Amendment to Amended and Restated Agreement of Partnership dated February 26, 1993 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.6 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.13 Second Amendment to Amended and Restated Agreement of Partnership dated July 1, 1996 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.9 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. 10.14 Third Amendment to Amended and Restated Agreement of Partnership dated December 30, 1999 for Geodyne Energy Income Production Partnership I-F filed as Exhibit 10.12 to Registrant's Annual Report on Form 10-K for the year ended December 31, 1999, filed with the SEC on February 25, 1999 and is hereby incorporated by reference. *10.15 Fourth Amendment to Amended and Restated Agreement of Partnership dated November 14, 2001 for Geodyne Energy Income Production Part- nership I-F. 23.1 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-D. 23.2 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-E. 23.3 Consent of Ryder Scott Company, L.P. for the Geodyne Energy Income Limited Partnership I-F. All other Exhibits are omitted as inapplicable. ---------------------- *Filed herewith. F-41