-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFA/Ffqq3CTQE9NEM84dAMrxjTO3SU5i/2tBQMn3CxF2r9TtHnJrNdgvHSqQOPB1 XoB5zGyUilBBLKykGfcHeQ== 0000824894-96-000003.txt : 19960405 0000824894-96-000003.hdr.sgml : 19960405 ACCESSION NUMBER: 0000824894-96-000003 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 21 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960404 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II A CENTRAL INDEX KEY: 0000824894 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731295505 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16388 FILM NUMBER: 96544296 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO WEST SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II A DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II A DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-B CENTRAL INDEX KEY: 0000826345 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731303341 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16405 FILM NUMBER: 96544297 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO WEST SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-B DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-C CENTRAL INDEX KEY: 0000833054 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731308986 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16981 FILM NUMBER: 96544298 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO WEST SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-C DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-D CENTRAL INDEX KEY: 0000833526 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731329761 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-16980 FILM NUMBER: 96544299 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO WEST SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-D DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-E CENTRAL INDEX KEY: 0000842881 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 731324751 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17320 FILM NUMBER: 96544300 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO WEST SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-E DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F CENTRAL INDEX KEY: 0000850506 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731330632 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17799 FILM NUMBER: 96544301 BUSINESS ADDRESS: STREET 1: TWO W SECOND ST STREET 2: SAMSON PLAZA CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLZ STREET 2: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-G CENTRAL INDEX KEY: 0000851724 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731336572 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-17802 FILM NUMBER: 96544302 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9185831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO W SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-G DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G DATE OF NAME CHANGE: 19900620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEODYNE ENERGY INCOME LTD PARTNERSHIP II-H CENTRAL INDEX KEY: 0000854062 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 731342476 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: 1934 Act SEC FILE NUMBER: 000-18305 FILM NUMBER: 96544303 BUSINESS ADDRESS: STREET 1: TWO W SECOND ST CITY: TULSA STATE: OK ZIP: 74103 BUSINESS PHONE: 9195831791 MAIL ADDRESS: STREET 1: SAMSON PLAZA STREET 2: TWO W SECOND ST CITY: TULSA STATE: OK ZIP: 74103 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LTD PARTNERSHIP II-H DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: PAINEWEBBER GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H DATE OF NAME CHANGE: 19900620 10-K405 1 FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1995 Commission File Number: II-A: 0-16388 II-C: 0-16981 II-E: 0-17320 II-G: 0-17802 II-B: 0-16405 II-D: 0-16980 II-F: 0-17799 II-H: 0-18305 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H ---------------------------------------------- (Exact name of Registrant as specified in its Articles) II-A 73-1295505 II-B 73-1303341 II-C 73-1308986 II-D 73-1329761 II-E 73-1324751 II-F 73-1330632 II-G 73-1336572 Oklahoma II-H 73-1342476 - ------------------------------- -------------------- (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 of limited partnership interest 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-K or any amendment to this Form 10-K. Yes X No (Disclosure is contained herein) ----- ----- The Depositary Units are not publicly traded, therefore, Registrant cannot compute the aggregate market value of the voting units held by non-affiliates of the Registrant. DOCUMENTS INCORPORATED BY REFERENCE: None FORM 10-K TABLE OF CONTENTS PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1 ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 7 ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 27 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS . . . . . . . . . . . . . . . . . . . . . 30 PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS . . . . . . . . . . . . . . . . . . . . . 30 ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 32 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . 41 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 69 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 69 PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER . . . . . . . . . . . . . . . . . . . . . 69 ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 72 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT . . . . . . . . . . . . . . . . . . 81 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 83 PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 85 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 85 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 91 PART I ITEM 1. BUSINESS General The Geodyne Energy Income Limited Partnership II-A (the "II-A Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Properties, Inc., a Delaware corporation, as the general partner, and Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner and public investors as substitute limited partners. On the dates set forth below, investors who made the aggregate capital contributions set forth below were admitted as limited partners (the "Limited Partners") to the Partnerships and the Partnerships commenced operations. Limited Partner Date of Capital Partnership Activation Contributions ----------- ----------------- ------------- II-A July 22, 1987 $48,428,300 II-B October 14, 1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 1 Immediately following activation of each Partnership and in accordance with its Agreement and Certificate of Limited Partnership (the "Partnership Agreement"), each Partnership invested as a general partner in a separate Oklahoma general partnership (sometimes collectively referred to herein as the "Production Partnership"). Geodyne Production Company, a Delaware corporation, is the managing partner of the Production Partnerships. Each Partnership's investment in its related Production Partnership is the sole business and purpose of each Partnership. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K (the "Annual Report") are references to the Partnership and the Production Partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne Properties, Inc., the general partner of the Partnerships, and Geodyne Production Company, the managing partner of the Production Partnerships. The General Partner currently serves as general partner of 29 limited partnerships including the Partnerships. The General Partner is a wholly-owned subsidiary of Geodyne Resources, Inc. ("Geodyne Resources"). Geodyne Resources is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively, the "Samson Companies"), are 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, 1995, the Samson Companies owned interests in approximately 18,000 oil and gas wells located in 19 states of the United States and 3 provinces of Canada. At December 31, 1995, the Samson Companies operated approximately 3,100 oil and gas wells located in 15 states of the United States, 2 provinces of Canada, Venezuela, and Russia. 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 the other Samson Companies. As of March 15, 1996, the Samson Companies employed approximately 830 persons. No employees are covered by collective bargaining agreements, and management believes that the Samson Companies provide 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." 2 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 (800) 283-1791. Funding Although the Partnership Agreements permit the Partnerships to incur borrowings, the Partnerships' operations and expenses are currently funded out of each Partnership's revenues from oil and gas sales. The General Partner may, but is not required to, advance funds to a Partnership for the same purposes for which Partnership borrowings are authorized. Principal Products Produced and Services Rendered The Partnerships' sole business is the production of, and related incidental development of, oil and natural 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. Competition and Marketing The 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. The ability of the Partnerships to produce and market oil and gas profitably depends on a number of factors that are beyond the control of the Partnerships. These factors include worldwide political instability (especially in oil-producing regions), the supply and price of foreign imports of oil and gas, the level of consumer product demand (which is heavily influenced by weather patterns), 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 cannot be accurately predicted or anticipated. 3 As a general rule, in recent years, worldwide oil production capacity and gas production capacity in the United States exceeded demand and resulted in a decline in the average price of oil and gas in the United States. During the later part of 1994 and 1995, however, average oil prices in the United States increased. Oil prices increased from approximately $16.50 per barrel at December 31, 1994 to approximately $18.50 per barrel at December 31, 1995. Management is unable to predict whether future oil prices will (i) stabilize, (ii) increase, or (iii) decrease. Gas sales contract prices have generally declined significantly since the mid-1980s due to a number of factors, including a nationwide surplus of gas and increased competition. Competition has increased among United States gas marketers due to the gas surplus, the partial deregulation of gas prices, the conversion by major pipelines to open access transportation, and the lack of strong residential demand for natural gas during the winter months for the last few years as a result of warm winters in much of the United States. However, spot gas prices in the areas where the Partnership's gas is marketed increased during the later part of 1995 compared to prices received in the later part of 1994 and the first several months of 1995. Substantially all of the Partnerships' natural gas reserves are being sold in 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 the obtaining of transportation services provided by pipelines. The Partnerships' spot gas prices increased from approximately $1.67 per Mcf at December 31, 1994 to approximately $2.00 per Mcf at December 31, 1995. 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. Future prices will likely be different from (and may be lower than) the prices in effect on December 31, 1995. In many past years, year-end prices have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Partnerships for at least the year following the year-end valuation date. Management is unable to predict whether future 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, 1995: 4 Partnership Purchaser Percentage - ----------- ---------------------------------- ---------- II-A Premier Gas Company ("Premier")(1) 17.7% Hallwood Petroleum, Inc. ("Hallwood") 15.5% Amoco Production Company 14.3% II-B Hallwood 21.0% Premier 11.7% II-C Premier 14.9% II-D Premier 17.5% II-E Premier 25.8% II-F Premier 18.1% Texaco Exploration & Producing, Inc. ("Texaco") 14.1% II-G Premier 17.9% Texaco 13.9% II-H Premier 17.5% Texaco 13.7% - --------------- (1) Premier was an affiliate of the Partnerships until December 6, 1995. See "Item 11. Executive Compensation." 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 natural 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. 5 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 Natural 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 natural gas may be subject to both federal and state laws and regulations, including, but not limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas Policy Act of 1978 (the "NGPA"), and regulations promulgated by the Federal Energy Regulatory Commission (the "FERC") under the NGA, the NGPA, and other statutes. The provisions of the NGA and the NGPA, as well as the regulations thereunder, are complex and affect all who produce, resell, transport, or purchase natural gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, the NGA, NGPA, and FERC 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 natural 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 therewith, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to complete, in a timely fashion, 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. 6 Insurance Coverage The Partnerships are subject to all of the risks inherent in the exploration for and production of oil and gas including blowouts, pollution, fires, and other casualties. The Partnerships maintain insurance coverage as is customary for entities of a similar size engaged in operations similar to that of the Partnerships, but losses can occur from uninsurable risks or in amounts in excess of existing insurance coverage. The occurrence of an event which is not fully covered by insurance could have a material adverse effect on the Partnerships' financial position and results of operations. ITEM 2. PROPERTIES Well Statistics The following table sets forth the number of gross and net productive wells of the Partnerships as of December 31, 1995. 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. 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. As used in this Annual Report, "Net Well" refers to the sum of the fractional working interests owned in gross wells expressed as whole numbers and fractions thereof. For example, a 15% leasehold interest in a well represents one Gross Well, but 0.15 Net Well. Well Statistics As of December 31, 1995 Number of Gross Wells Number of Net Wells ----------------------- --------------------------- P/ship Total Oil Gas N/A(1) Total Oil Gas N/A(1) - ------ ----- --- --- ------ ----- ----- ----- ------ II-A 1,052 297 680 75 68.45 39.18 23.49 5.78 II-B 349 181 118 50 40.38 22.04 13.73 4.61 II-C 448 182 234 32 16.70 4.78 11.37 .55 II-D 351 160 180 11 59.77 27.74 29.76 2.27 II-E 1,353 721 564 68 35.24 16.62 16.93 1.69 II-F 1,288 679 542 67 21.49 6.76 12.72 2.01 II-G 1,288 679 542 67 48.27 14.58 29.29 4.40 II-H 1,288 679 542 67 12.66 3.56 7.97 1.13 - --------------- (1) Wells which have not been designated as oil or gas. 7 Drilling Activities The following table sets forth the number of gross and net wells in which the Partnerships had an interest that were drilled during the year ended December 31, 1995. All such wells were development wells and were completed as producing wells during the year ended December 31, 1995. Total Oil Gas N/A(1) ----- --- --- ------ II-A Partnership: ---------------- Gross Wells 1 - 1 - Net Wells .01 - .01 - II-E Partnership: ---------------- Gross Wells 2 1 - 1 Net Wells .10 .04 - .06 - --------------- (1) Wells which have not been designated as oil or gas. The II-B, II-C, II-D, II-F, II-G, and II-H Partnerships did not drill any wells during the year ended December 31, 1995. The data included in this table should not be considered indicative of future performance, nor should it be assumed that there is necessarily any correlation between the number of productive wells drilled and the oil and gas reserves generated thereby. Oil and Gas Production, Revenue, and Price History The following tables set forth certain historical information concerning the oil (including condensates) and natural 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. Where applicable, the amounts in the following tables are after the impact of any net profits interest conveyances the Partnerships may have entered into with an affiliated partnership. As used in the tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indica- tive 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. 8 Net Production Data II-A Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 120,420 150,281 141,868 Gas (Mcf) 1,768,316 2,226,658 1,488,837 Oil and gas sales: Oil $2,030,710 $2,272,594 $2,378,461 Gas 2,640,845 4,099,355 3,067,171 ---------- --------- --------- Total $4,671,555 $6,371,949 $5,445,632 ========= ========= ========= Total direct operating expenses $1,846,264 $2,383,367 $2,646,187 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 39.5% 37.4% 48.6% Average sales price: Per barrel of oil $16.86 $15.12 $16.77 Per Mcf of gas 1.49 1.84 2.06 Direct operating expenses per equivalent Bbl of oil $ 4.45 $ 4.57 $ 6.78 9 Net Production Data II-B Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 81,304 111,099 106,685 Gas (Mcf) 1,205,296 1,649,869 1,329,860 Oil and gas sales: Oil $1,351,079 $1,683,529 $1,831,941 Gas 1,853,715 3,020,100 2,783,443 --------- --------- --------- Total $3,204,794 $4,703,629 $4,615,384 ========= ========= ========= Total direct operating expenses $1,524,778 $2,014,972 $1,880,059 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 47.6% 42.8% 40.7% Average sales price: Per barrel of oil $16.62 $15.15 $17.17 Per Mcf of gas 1.54 1.83 2.09 Direct operating expenses per equivalent Bbl of oil $ 5.40 $ 5.22 $ 5.73 10 Net Production Data II-C Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 26,383 34,074 32,568 Gas (Mcf) 737,277 975,652 675,399 Oil and gas sales: Oil $ 446,522 $ 533,966 $ 564,653 Gas 1,073,415 1,755,200 1,331,912 --------- --------- --------- Total $1,519,937 $2,289,166 $1,896,565 ========= ========= ========= Total direct operating expenses $ 698,645 $ 819,854 $ 731,716 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 46.0% 35.8% 38.6% Average sales price: Per barrel of oil $16.92 $15.67 $17.34 Per Mcf of gas 1.46 1.80 1.97 Direct operating expenses per equivalent Bbl of oil $ 4.68 $ 4.17 $ 5.04 11 Net Production Data II-D Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 88,913 93,610 92,253 Gas (Mcf) 1,906,303 2,000,016 1,545,516 Oil and gas sales: Oil $1,457,580 $1,415,937 $1,523,763 Gas 2,443,936 3,433,223 2,829,861 --------- --------- --------- Total $3,901,516 $4,849,160 $4,353,624 ========= ========= ========= Total direct operating expenses $2,136,244 $1,735,761 $1,921,386 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 54.8% 35.8% 44.1% Average sales price: Per barrel of oil $16.39 $15.13 $16.52 Per Mcf of gas 1.28 1.72 1.83 Direct operating expenses per equivalent Bbl of oil $ 5.25 $ 4.07 $ 5.49 12 Net Production Data II-E Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 63,680 66,656 68,723 Gas (Mcf) 937,469 853,317 752,689 Oil and gas sales: Oil $1,070,217 $1,029,794 $1,131,063 Gas 1,227,192 1,450,912 1,441,501 --------- --------- --------- Total $2,297,409 $2,480,706 $2,572,564 ========= ========= ========= Total direct operating expenses $1,148,507 $ 943,898 $ 991,225 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 50.0% 38.0% 38.5% Average sales price: Per barrel of oil $16.81 $15.45 $16.46 Per Mcf of gas 1.31 1.70 1.92 Direct operating expenses per equivalent Bbl of oil $ 5.22 $ 4.52 $ 5.10 13 Net Production Data II-F Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 54,773 63,723 61,194 Gas (Mcf) 845,804 833,628 883,094 Oil and gas sales: Oil $ 882,021 $ 946,186 $ 979,194 Gas 1,146,571 1,370,378 1,657,110 --------- --------- --------- Total $2,028,592 $2,316,564 $2,636,304 ========= ========= ========= Total direct operating expenses $ 661,659 $ 777,636 $ 681,972 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 32.6% 33.6% 25.9% Average sales price: Per barrel of oil $16.10 $14.85 $16.00 Per Mcf of gas 1.36 1.64 1.88 Direct operating expenses per equivalent Bbl of oil $ 3.38 $ 3.84 $ 3.27 14 Net Production Data II-G Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 115,206 134,034 128,280 Gas (Mcf) 1,832,915 1,921,696 1,879,891 Oil and gas sales: Oil $1,855,886 $1,991,144 $2,053,146 Gas 2,492,201 3,125,632 3,528,075 --------- --------- --------- Total $4,348,087 $5,116,776 $5,581,221 ========= ========= ========= Total direct operating expenses $1,455,357 $1,827,558 $1,481,029 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 33.5% 35.7% 26.5% Average sales price: Per barrel of oil $16.11 $14.86 $16.01 Per Mcf of gas 1.36 1.63 1.88 Direct operating expenses per equivalent Bbl of oil $ 3.46 $ 4.02 $ 3.35 15 Net Production Data II-H Partnership ---------------- Year Ended December 31, ---------------------------------- 1995 1994 1993 ---------- ---------- ---------- Production: Oil (Bbls) 26,870 31,241 29,861 Gas (Mcf) 449,854 452,661 471,281 Oil and gas sales: Oil $ 433,226 $ 464,290 $ 478,012 Gas 609,509 744,596 889,502 --------- --------- --------- Total $1,042,735 $1,208,886 $1,367,514 ========= ========= ========= Total direct operating expenses $ 358,984 $ 427,693 $ 370,067 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 34.4% 35.4% 27.1% Average sales price: Per barrel of oil $16.12 $14.86 $16.01 Per Mcf of gas 1.35 1.64 1.89 Direct operating expenses per equivalent Bbl of oil $ 3.52 $ 4.01 $ 3.41 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, 1995. 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 Petroleum Engineers ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, natural gas, and natural 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. 16 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, 1995. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. 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, 1995. Furthermore, gas prices at December 31, 1995 were higher than the price used for determining the Partnerships' net present value of proved reserves for the year ended December 31, 1994. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 1995 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 the reserve estimates reported herein 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. Proved Reserves and Net Present Values From Proved Reserves As of December 31, 1995(1) II-A Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 9,603,075 Oil and liquids (Bbls) 700,254 Net present value (discounted at 10% per annum) $12,394,737 17 II-B Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 5,729,103 Oil and liquids (Bbls) 495,525 Net present value (discounted at 10% per annum) $ 8,117,351 II-C Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 3,983,315 Oil and liquids (Bbls) 205,669 Net present value (discounted at 10% per annum) $ 4,529,550 II-D Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 10,910,460 Oil and liquids (Bbls) 553,578 Net present value (discounted at 10% per annum) $11,725,897 II-E Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 6,401,259 Oil and liquids (Bbls) 297,934 Net present value (discounted at 10% per annum) $ 7,413,484 II-F Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 4,738,716 Oil and liquids (Bbls) 355,007 Net present value (discounted at 10% per annum) $ 6,702,912 II-G Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 10,303,283 Oil and liquids (Bbls) 746,479 Net present value (discounted at 10% per annum) $14,307,715 18 II-H Partnership: - ---------------- Estimated proved reserves: Natural gas (Mcf) 2,553,664 Oil and liquids (Bbls) 173,521 Net present value (discounted at 10% per annum) $ 3,425,489 - ---------- (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 compara- ble 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 II-A Partnership ---------------- As of December 31, 1995, the II-A Partnership's properties consisted of 1,052 gross (68.45 net) wells. The II-A Partnership owned a non-working interest in an additional 174 wells. Affiliates of the II-A Partnership operate 75 (6.1%) of its total wells. As of December 31, 1995, the II-A Partnership's net interest in its properties resulted in estimated total proved reserves of 700,254 barrels of crude oil and 9,603,075 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $12,394,737. The II-A Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle and the Gulf Coast Basin of southern Louisiana and southeast Texas. As of December 31, 1995, the II-A Partnership's properties in the Anadarko Basin consisted of 194 gross (11.07 net) wells. The II-A Partnership owned a non-working interest in an additional 82 wells in the Anadarko Basin. As of December 31, 1995, the II-A Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 55,200 barrels of crude oil and 4,850,500 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $4,899,200. 19 As of December 31, 1995, the II-A Partnership's properties in the Gulf Coast Basin consisted of 143 gross (12.20 net) wells. The II-A Partnership owned a non-working interest in an additional 6 wells in the Gulf Coast Basin. As of December 31, 1995, the II-A Partnership's net interest in its properties in the Gulf Coast Basin resulted in estimated total proved reserves of approximately 200,100 barrels of crude oil and 1,817,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $2,638,000. II-B Partnership ---------------- As of December 31, 1995, the II-B Partnership's properties consisted of 349 gross (40.38 net) wells. The II-B Partnership owned a non-working interest in an additional 81 wells. Affiliates of the II-B Partnership operate 50 (11.6%) of its total wells. As of December 31, 1995, the II-B Partnership's net interest in its properties resulted in estimated total proved reserves of 495,525 barrels of crude oil and 5,729,103 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $8,117,351. The II-B Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle, the Southern Oklahoma Folded Belt Basin of southern Oklahoma, the Gulf Coast Basin of southern Louisiana and southeast Texas, and the Permian Basin of west Texas and southeast New Mexico. As of December 31, 1995, the II-B Partnership's properties in the Anadarko Basin consisted of 52 gross (6.77 net) wells. The II-B Partnership owned a non-working interest in an additional 17 wells in the Anadarko Basin. As of December 31, 1995, the II-B Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 22,000 barrels of crude oil and 2,598,100 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $2,602,400. As of December 31, 1995, the II-B Partnership's properties in the Southern Oklahoma Folded Belt Basin consisted of 21 gross (4.99 net) wells. The II-B Partnership owned a non-working interest in an additional 4 wells in the Southern Oklahoma Folded Belt Basin. Affiliates operate 19 (76.0%) of such wells. As of December 31, 1995, the II-B Partnership's net interest in its properties in the Southern Oklahoma Folded Belt Basin resulted in estimated total proved reserves of approximately 135,200 barrels of crude oil and 790,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,789,100. 20 As of December 31, 1995, the II-B Partnership's properties in the Gulf Coast Basin consisted of 63 gross (1.84 net) wells. The II-B Partnership owned a non-working interest in an additional 35 wells in the Gulf Coast Basin. As of December 31, 1995, the II-B Partnership's net interest in its properties in the Gulf Coast Basin resulted in estimated total proved reserves of approximately 50,900 barrels of crude oil and 921,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,463,800. As of December 31, 1995, the II-B Partnership's properties in the Permian Basin consisted of 26 gross (3.37 net) wells. The II-B Partnership owned a non-working interest in an additional 7 wells in the Permian Basin. Affiliates operate 21 (63.6%) of such wells. As of December 31, 1995, the II-B Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 51,900 barrels of crude oil and 1,139,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,138,500. II-C Partnership ---------------- As of December 31, 1995 the II-C Partnership's properties consisted of 448 gross (16.70 net) wells. The II-C Partnership owned a non-working interest in an additional 102 wells. Affiliates of the II-C Partnership operate 62 (11.3%) of its total wells. As of December 31, 1995, the II-C Partnership's net interest in its properties resulted in estimated total proved reserves of 205,669 barrels of crude oil and 3,983,315 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $4,529,550. The Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle and the Southern Oklahoma Folded Belt Basin of southern Oklahoma. As of December 31, 1995, the II-C Partnership's properties in the Anadarko Basin consisted of 129 gross (8.69 net) wells. The II-C Partnership owned a non-working interest in an additional 35 wells in the Anadarko Basin. As of December 31, 1995, the II-C Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 18,600 barrels of crude oil and 2,165,600 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,928,100. 21 As of December 31, 1995, the II-C Partnership's properties in the Southern Oklahoma Folded Belt Basin consisted of 19 gross (2.03 net) wells. The II-C Partnership owned a non-working interest in an additional 2 wells in the Southern Oklahoma Folded Belt Basin. Affiliates operate 16 (76.2%) of such wells. As of December 31, 1995, the II-C Partnership's net interest in its properties in the Southern Oklahoma Folded Belt Basin resulted in estimated total proved reserves of approximately 57,800 barrels of crude oil and 464,300 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $826,300. II-D Partnership ---------------- As of December 31, 1995, the II-D Partnership's properties consisted of 351 gross (59.77 net) wells. The II-D Partnership owned a non-working interest in an additional 39 wells. Affiliates of the II-D Partnership operate 69 (17.7%) of the its total wells. As of December 31, 1995, the II-D Partnership's net interest in its properties resulted in estimated total proved reserves of 553,578 barrels of crude oil and 10,910,460 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $11,725,897. The II-D Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle, the Gulf Coast Basin of southern Louisiana and southeast Texas, the Permian Basin of west Texas and southeast New Mexico, and the Williston Basin of North Dakota, South Dakota, and eastern Montana. As of December 31, 1995, the II-D Partnership's properties in the Anadarko Basin consisted of 86 gross (14.26 net) wells. The II-D Partnership owned a non-working interest in an additional 17 wells in the Anadarko Basin. As of December 31, 1995, the II-D Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 40,900 barrels of crude oil and 4,116,500 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $3,790,300. As of December 31, 1995, the II-D Partnership's properties in the Gulf Coast Basin consisted of 24 gross (5.20 net) wells. The II-D Partnership owned a non-working interest in an additional 2 wells in the Gulf Coast Basin. Affiliates operate 15 (57.7%) of such wells. As of December 31, 1995, the II-D Partnership's net interest in its properties in the Gulf Coast Basin resulted in estimated total proved reserves of approximately 85,900 barrels of crude oil and 985,700 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,421,400. 22 As of December 31, 1995, the II-D Partnership's properties in the Permian Basin consisted of 11 gross (2.12 net) wells. The II-D Partnership owned a non-working interest in one additional well in the Permian Basin. As of December 31, 1995, the II-D Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 34,500 barrels of crude oil and 1,688,400 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,421,400. As of December 31, 1995, the II-D Partnership's properties in the Williston Basin consists of 48 gross (2.18 net) wells. The II-D Partnership owned a non-working interest in one additional well in the Williston Basin. As of December 31, 1995, the II-D Partnership's net interest in its properties in the Williston Basin resulted in estimated total proved reserves of approximately 193,500 barrels of crude oil and 239,300 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,184,500. II-E Partnership ---------------- As of December 31, 1995, the II-E Partnership's properties consisted of 1,353 gross (35.24 net) wells. The II-E Partnership owned a non-working interest in an additional 2,165 wells. Affiliates of the II-E Partnership operate 73 (2.1%) of its total wells. As of December 31, 1995, the II-E Partnership's net interest in its properties resulted in estimated total proved reserves of 297,934 barrels of crude oil and 6,401,259 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $7,413,484. The II-E Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle, the Permian Basin of west Texas and southeast New Mexico, and the Gulf Coast Basin of southern Louisiana and southeast Texas. As of December 31, 1995, the II-E Partnership's properties in the Anadarko Basin consisted of 44 gross (2.29 net) wells. The II-E Partnership owned a non-working interest in an additional 28 wells in the Anadarko Basin. As of December 31, 1995, the II-E Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 7,900 barrels of crude oil and 2,622,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $2,474,600. 23 As of December 31, 1995, the II-E Partnership's properties in the Permian Basin consisted of 959 gross (5.82 net) wells. The II-E Partnership owned a non-working interest in an additional 1,813 wells in the Permian Basin. As of December 31, 1995, the II-E Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 107,800 barrels of crude oil and 1,597,000 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $2,099,600. As of December 31, 1995, the II-E Partnership's properties in the Gulf Coast Basin consisted of 53 gross (4.66 net) wells. The II-E Partnership owned a non-working interest in an additional 16 wells in the Gulf Coast Basin. As of December 31, 1995, the II-E Partnership's net interest in its properties in the Gulf Coast Basin resulted in estimated total proved reserves of approximately 70,900 barrels of crude oil and 485,300 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $824,900. II-F Partnership ---------------- As of December 31, 1995, the II-F Partnership's properties consisted of 1,288 gross (21.49 net) wells. The II-F Partnership owned a non-working interest in an additional 2,164 wells. Affiliates of the II-F Partnership operate 50 (1.4%) of its total wells. As of December 31, 1995, the II-F Partnership's net interest in its properties resulted in estimated total proved reserves of 355,007 barrels of crude oil and 4,738,716 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $6,702,912. The II-F Partnership's properties are located primarily in the Anadarko Basin of western Oklahoma and the Texas Panhandle and the Permian Basin of west Texas and southeast New Mexico. As of December 31, 1995, the II-F Partnership's properties in the Anadarko Basin consisted of 54 gross (2.62 net) wells. The II-F Partnership owned a non-working interest in an additional 31 wells in the Anadarko Basin. As of December 31, 1995, the II-F Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 8,900 barrels of crude oil and 1,887,800 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,614,300. 24 As of December 31, 1995, the II-F Partnership's properties in the Permian Basin consisted of 954 gross (12.21 net) wells. The II-F Partnership owned a non-working interest in an additional 1,812 wells in the Permian Basin. As of December 31, 1995, the II-F Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 242,700 barrels of crude oil and 1,723,900 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $3,430,400. II-G Partnership ---------------- As of December 31, 1995, the II-G Partnership's properties consisted of 1,288 gross (48.27 net) wells. The II-G Partnership owned a non-working interest in an additional 2,164 wells. Affiliates of the II-G Partnership operate 50 (1.4%) of its total wells. As of December 31, 1995, the II-G Partnership's net interest in its properties resulted in estimated total proved reserves of 746,479 barrels of crude oil and 10,303,283 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $14,307,715. The II-G Partnership's properties are located primarily in the Permian Basin of west Texas and southeast New Mexico, the Anadarko Basin of western Oklahoma and the Texas Panhandle, and the Southern Oklahoma Folded Belt Basin of southern Oklahoma. As of December 31, 1995, the II-G Partnership's properties in the Permian Basin consisted of 954 gross (25.47 net) wells. The II-G Partnership owned a non-working interest in an additional 1,812 wells in the Permian Basin. As of December 31, 1995, the II-G Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 507,700 barrels of crude oil and 3,604,800 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $7,179,100. As of December 31, 1995, the II-G Partnership's properties in the Anadarko Basin consisted of 54 gross (5.56 net) wells. The II-G Partnership owned a non-working interest in an additional 31 wells in the Anadarko Basin. As of December 31, 1995, the II-G Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 19,000 barrels of crude oil and 3,987,200 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $3,446,000. 25 As of December 31, 1995, the II-G Partnership's properties in the Southern Oklahoma Folded Belt Basin consisted of 38 gross (5.86 net) wells. Affiliates operate 27 (71.1%) of such wells. As of December 31, 1995, the II-G Partnership's net interest in its properties in the Southern Oklahoma Folded Belt Basin resulted in estimated total proved reserves of approximately 25,800 barrels of crude oil and 1,610,600 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,435,800. II-H Partnership ---------------- As of December 31, 1995, the II-H Partnership's properties consisted of 1,288 gross (12.66 net) wells. The II-H Partnership owned a non-working interest in an additional 2,157 wells. Affiliates of the II-H Partnership operate 50 (1.5%) of its total wells. As of December 31, 1995, the II-H Partnership's net interest in its properties resulted in estimated total proved reserves of 173,521 barrels of crude oil and 2,553,664 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of $3,425,489. The II-H Partnership's properties are located primarily in the Permian Basin of west Texas and southeast New Mexico, the Anadarko Basin of western Oklahoma and the Texas Panhandle, and the Southern Oklahoma Folded Belt Basin of southern Oklahoma. As of December 31, 1995, the II-H Partnership's properties in the Permian Basin consisted of 954 gross (5.90 net) wells. The II-H Partnership owned a non-working interest in an additional 1,809 wells in the Permian Basin. As of December 31, 1995, the II-H Partnership's net interest in its properties in the Permian Basin resulted in estimated total proved reserves of approximately 117,500 barrels of crude oil and 834,100 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $1,702,800. As of December 31, 1995, the II-H Partnership's properties in the Anadarko Basin consisted of 54 gross (1.32 net) wells. The II-H Partnership owned a non-working interest in an additional 27 wells in the Anadarko Basin. As of December 31, 1995, the II-H Partnership's net interest in its properties in the Anadarko Basin resulted in estimated total proved reserves of approximately 3,500 barrels of crude oil and 938,600 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $799,300. 26 As of December 31, 1995, the II-H Partnership's properties in the Southern Oklahoma Folded Belt Basin consisted of 38 gross (1.55 net) wells. Affiliates operate 27 (71.1%) of such wells. As of December 31, 1995, the II-H Partnership's net interest in its properties in the Southern Oklahoma Folded Belt Basin resulted in estimated total proved reserves of approximately 6,800 barrels of crude oil and 425,600 Mcf of natural gas, with a present value (discounted at 10% per annum) of estimated future net cash flow of approximately $382,300. 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 On September 12, 1988 Wolverine Exploration Company and certain other parties filed a lawsuit against Natural Gas Pipeline Company of America, Inc. and certain other parties in which the plaintiffs sought to recover damages as a result of an alleged breach of a gas contract. (Wolverine Exploration Company et al. vs. Natural Gas Pipeline Company of America, et al., Case No. CJ-88-5522, District Court, Tulsa County, Oklahoma). The II-A, II-B, II-C, II-D, and II-E Partnerships own an interest in certain oil and gas properties which are subject to said lawsuit, and there is a possibility that said Partnerships may recover damages as a result of the alleged breach of the gas contract. The lawsuit involves legal and factual issues concerning alleged (i) take- or-pay deficiencies and (ii) gas pricing claims. In June 1995, a hearing was conducted before a three person arbitration panel and on September 6, 1995 the panel issued its determination and awarded damages to the plaintiffs in the matter. The Partnerships' estimated share of the awarded damages would increase the following Partnerships' assets by the following approximate amounts: 27 Partnership Total Per Unit ----------- ---------- -------- II-A $1,300,000 $ 2.50 II-B 2,100,000 5.50 II-C 900,000 5.50 II-D 2,300,000 7.00 II-E 4,700,000 19.50 The above estimates may change for a number of reasons, including, but not limited to, an appeal of the award by the one remaining defendant, Texaco Inc. ("Texaco"). Geodyne Resources has filed a petition with the Tulsa County District Court seeking confirmation of the arbitration award. A hearing has been set on such petition for May 1, 1996. Texaco, on the other hand, has sought to reopen its Chapter 11 bankruptcy proceedings in an effort to avoid enforcement of the arbitration award through the bankruptcy court; however, as of the date of this Annual Report, no hearing has been set by the bankruptcy court with respect to Texaco's motion. It is not expected that the legal expenses to defend the award will be as significant as the expenses incurred by the Partnerships during the year ended December 31, 1995. In the event the Partnerships ultimately receive any or all of the damages awarded, the funds will be included in the Partnerships' revenues for the quarter in which they are received. Limited Partners who hold Units at the time any related cash distribution is made, then, will benefit from any recovery associated with the litigation. On October 26, 1994, Geodyne Resources and the Partnerships, among other parties, were named as defendants in a lawsuit alleging causes of action based on fraud, negligent misrepresentation, breach of fiduciary duty, breach of implied covenant, and breach of contract in connection with the offer and sale of limited partnership interests ("Units") in the Partnerships (Sidney Neidick et al. v. Geodyne Resources, Inc., et al., Case No. 94-052860, District Court of Harris County, Texas). The plaintiffs' petition alleged that the lawsuit was being brought as a class action on behalf of investors who purchased Units in the Partnerships. On June 7, 1995, Geodyne Resources and the Partnerships were dismissed without prejudice as defendants in the matter. In addition, on June 7, 1995, the matter was certified as a class action. A class action notice was mailed on June 7, 1995 to all Limited Partners who are members of the class. PaineWebber Incorporated ("PaineWebber") has agreed to indemnify Geodyne Resources and the Partnerships and their affiliates with respect to all claims asserted by the plaintiffs in the lawsuit pursuant to that certain Indemnification Agreement dated November 24, 1992 by and between PaineWebber and Samson Investment Company (the "Indemnification 28 Agreement") in the event Geodyne Resources or the Partnerships are rejoined in the matter at a later time. On November 23 and 25, 1994, Geodyne Resources, PaineWebber, and certain other parties were named as defendants in two related lawsuits alleging misrepresentations made to induce investments in the Partnerships and asserting causes of action for common law fraud and deceit and unjust enrichment (Romine v. PaineWebber, Inc. et al., Case No. 94-CIV-8558, U. S. District Court, Southern District of New York and Romine v. PaineWebber, Inc. et al., Case No. 94-132844, Supreme Court of the State of New York, County of New York). The federal court case was later consolidated with other similar actions (to which Geodyne Resources is not a party) under the title In Re: PaineWebber Limited Partnerships Litigation and was certified as a class action on May 30, 1995 (the "PaineWebber Partnership Class Action"). A class action notice was mailed on June 7, 1995 to all members of the class. The PaineWebber Partnerships Class Action also alleges violations of 18 U.S.C. Section 1962(c) and the Securities Exchange Act of 1934. Compensatory and punitive damages, interest, and costs have been requested in both matters. PaineWebber has agreed to indemnify Geodyne Resources with respect to all claims asserted by the plaintiff in the lawsuits pursuant to the Indemnification Agreement. The amended complaint in the PaineWebber Partnership Class Action no longer asserts any claim directly against Geodyne Resources. On January 18, 1996, PaineWebber issued a press release indicating that it has reached an agreement to settle both the pending PaineWebber Partnership Class Action matter referred to above and the Neidick matter referred to above, along with a settlement with the SEC and an agreement to settle with various state securities regulators. The press release issued by PaineWebber indicates that the parties have agreed to a class action settlement of $125 million and other non-cash consideration; a SEC administrative order creating a capped $40 million fund, a civil penalty of $5 million leveled by the SEC; and payments aggregating $5 million to state securities administra- tors. The dollar amounts referred to in the press release apply to both the Partnerships and other direct investment programs sold by PaineWebber. As of the date of this Annual Report, PaineWebber has not informed management of the Partnerships of the portion of such settlement that would be applicable to the Partnerships. In any event, such settlement is not an obligation of either the Partnerships or the General Partner and, accordingly, would not affect the financial statements of the Partnerships. As a result of both the dismissal and the Indemnification Agreement, management does not believe that either the Partnerships or Geodyne Resources will be required to pay any damages or expenses in any of the matters set forth herein. 29 To the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS There were no matters submitted to a vote of the Limited Partners of any Partnership during 1995. PART II ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS As of February 20, 1996, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows: Numbers of Numbers of Partnership Units Limited Partners ----------- ---------- ---------------- II-A 484,283 4,561 II-B 361,719 2,915 II-C 154,621 1,504 II-D 314,878 3,186 II-E 228,821 2,427 II-F 171,400 1,811 II-G 372,189 2,778 II-H 91,711 1,321 Units were initially sold for a price of $100. The Units are not traded on any exchange and there is no public trading market for them. The General Partner is aware of certain transfers of Units between unrelated parties, some of which are facilitated by secondary trading firms and matching services. However, the General Partner believes that these transfers 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. 30 Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually offer 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 other extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to the Partnership. Repurchase Offer Prices ----------------------- 1994 1995 1996 ------------------- ------------------ ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- II-A $21 $20 $17 $16 $14 $15 $14 $13 $12 II-B 21 19 17 15 14 14 13 13 12 II-C 24 22 21 18 16 18 17 17 16 II-D 25 23 21 19 17 22 21 20 19 II-E 27 26 19 18 17 18 18 17 17 II-F 32 29 29 28 26 24 23 21 19 II-G 32 30 30 28 27 24 22 21 19 II-H 31 29 30 28 27 23 22 21 19 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 Limited Partners at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In other 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 for the years ended December 31, 1994 and 1995 and the first quarter of 1996: 31 Cash Distributions ------------------ 1994 ---------------------------------- 1st 2nd 3rd 4th P/ship Quarter Quarter Quarter Quarter ------ ------- ------- ------- ------- II-A $1.34 $1.24 $1.29 $1.62 II-B 1.31 1.45 1.31 1.91 II-C 1.42 1.46 1.75 2.43 II-D 1.51 1.37 1.75 1.62 II-E 1.31 1.09 1.31 1.07 II-F 2.92 2.33 1.98 1.98 II-G 2.49 2.15 2.15 1.93 II-H 2.45 2.13 2.07 1.74 1995 1996 ---------------------------------- ------- 1st 2nd 3rd 4th 1st P/ship Quarter Quarter Quarter Quarter Quarter ------ ------- ------- ------- ------- ------- II-A $1.35 $1.03 $ .64 $ .81 $ .97 II-B 1.37 1.09 .47 .28 .46 II-C 2.10 1.33 .81 .39 .59 II-D 1.62 1.41 .64 1.02 1.08 II-E 1.07 .57 .33 .35 .80 II-F 1.52 1.31 1.52 1.58 1.71 II-G 1.48 1.33 1.54 1.45 1.64 II-H 1.47 1.31 1.47 1.36 1.60 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." 32
Selected Financial Data II-A Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 4,671,555 $ 6,371,949 $ 5,445,632 $ 7,296,183 $ 7,904,113 Net Income (Loss): Limited Partners ( 715,678) 265,761 ( 723,059) 611,081 ( 67,634) General Partner 81,747 145,993 84,771 173,679 182,227 Total ( 633,931) 411,754 ( 638,288) 784,760 114,593 Limited Partners' Net Income (Loss) per Unit ( 1.48) .55 ( 1.49) 1.26 ( .14) Limited Partners' Cash Distributions per Unit $ 3.83 5.49 5.72 6.75 10.00 Total Assets 9,833,188 12,673,498 15,773,152 18,228,191 20,735,769 Partners' Capital (Deficit): Limited Partners 9,494,552 12,065,230 14,459,469 17,956,097 20,613,936 General Partner ( 311,994) ( 297,741) ( 303,734) ( 240,427) ( 208,041) Number of Units Outstanding 484,283 484,283 484,283 484,283 484,283
33
Selected Financial Data II-B Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 3,204,794 $ 4,703,629 $ 4,615,384 $ 5,974,270 $ 6,890,449 Net Income (Loss): Limited Partners ( 798,537) ( 574,825) ( 330,130) 1,083,345 584,690 General Partner 37,441 87,118 90,840 160,869 176,499 Total ( 761,096) ( 487,707) ( 239,290) 1,244,214 761,189 Limited Partners' Net Income (Loss) per Unit ( 2.21) ( 1.59) ( .91) 2.99 1.62 Limited Partners' Cash Distributions per Unit 3.21 5.98 6.64 8.76 12.00 Total Assets 6,237,427 8,302,058 11,063,368 13,629,059 15,634,898 Partners' Capital (Deficit): Limited Partners 5,955,907 7,914,444 10,654,269 13,387,529 15,472,229 General Partner ( 246,438) ( 222,879) ( 196,997) ( 179,762) ( 151,601) Number of Units Outstanding 361,719 361,719 361,719 361,719 361,719
34
Selected Financial Data II-C Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 1,519,937 $ 2,289,166 $ 1,896,565 $ 2,509,914 $ 2,454,580 Net Income (Loss): Limited Partners ( 337,547) ( 37,871) ( 36,537) 394,335 121,095 General Partner 20,538 52,546 39,050 68,653 62,565 Total ( 317,009) 14,675 2,513 462,988 183,660 Limited Partners' Net Income (Loss) per Unit ( 2.18) ( .24) ( .24) 2.55 .78 Limited Partners' Cash Distributions per Unit 4.63 7.06 7.44 8.75 11.25 Total Assets 3,205,943 4,291,920 5,486,394 6,379,426 7,309,190 Partners' Capital (Deficit): Limited Partners 3,039,715 4,092,262 5,220,133 6,407,337 7,315,937 General Partner ( 99,615) ( 84,153) ( 80,199) ( 64,354) ( 56,927) Number of Units Outstanding 154,621 154,621 154,621 154,621 154,621
35
Selected Financial Data II-D Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 3,901,516 $ 4,849,160 $ 4,353,624 $ 5,816,604 $ 5,864,435 Net Income (Loss): Limited Partners ( 697,631) ( 193,308) ( 138,556) 471,887 220,117 General Partner 44,055 108,234 85,418 148,256 135,075 Total ( 653,576) ( 85,074) ( 53,138) 620,143 355,192 Limited Partners' Net Income (Loss) per Unit ( 2.22) ( .61) ( .44) 1.50 .70 Limited Partners' Cash Distributions per Unit 4.69 6.25 9.29 9.75 11.75 Total Assets 7,291,164 9,571,883 11,687,932 14,528,961 16,955,623 Partners' Capital (Deficit): Limited Partners 6,884,886 9,057,517 11,215,825 14,278,065 16,876,247 General Partner ( 143,473) ( 111,528) ( 135,262) ( 107,460) ( 101,536) Number of Units Outstanding 314,878 314,878 314,878 314,878 314,878
36
Selected Financial Data II-E Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 2,297,409 $ 2,480,706 $ 2,572,564 $ 3,474,833 $ 4,646,111 Net Income (Loss): Limited Partners ( 1,279,244) ( 842,191) ( 523,678) ( 1,036,685) 422,698 General Partner 9,448 43,060 49,510 64,978 119,047 Total ( 1,269,796) ( 799,131) ( 474,168) ( 971,707) 541,745 Limited Partners' Net Income (Loss) per Unit ( 5.59) ( 3.68) ( 2.29) ( 4.53) 1.85 Limited Partners' Cash Distributions per Unit 2.32 4.78 7.81 8.75 11.75 Total Assets 6,279,396 8,117,206 10,020,423 12,193,708 15,157,389 Partners' Capital (Deficit): Limited Partners 6,093,406 7,902,650 9,839,841 12,151,338 15,190,200 General Partner ( 122,950) ( 104,398) ( 94,958) ( 80,783) ( 32,811) Number of Units Outstanding 228,821 228,821 228,821 228,821 228,821
37
Selected Financial Data II-F Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 2,028,592 $ 2,316,564 $ 2,636,304 $ 3,244,904 $ 3,692,437 Net Income (Loss): Limited Partners ( 191,631) 19,524 122,048 223,113 335,346 General Partner 46,686 54,498 73,431 76,429 93,367 Total ( 144,945) 74,022 195,479 299,542 428,713 Limited Partners' Net Income (Loss) per Unit ( 1.12) .11 .71 1.30 1.96 Limited Partners' Cash Distributions Per Unit 5.93 9.21 8.87 11.25 14.00 Total Assets 5,733,459 6,967,432 8,544,148 9,973,253 11,554,986 Partners' Capital (Deficit): Limited Partners 5,691,785 6,898,416 8,458,892 9,857,985 11,563,117 General Partner ( 84,377) ( 80,063) ( 52,561) ( 49,422) ( 32,926) Number of Units Outstanding 171,400 171,400 171,400 171,400 171,400
38
Selected Financial Data II-G Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 4,348,087 $ 5,116,776 $ 5,581,221 $ 6,940,143 $ 7,987,946 Net Income (Loss): Limited Partners ( 714,189) ( 87,682) 130,828 434,796 661,152 General Partner 94,880 113,680 153,901 161,329 199,193 Total ( 619,309) 25,998 284,729 596,125 860,345 Limited Partners' Net Income (Loss) per Unit ( 1.92) ( .24) .35 1.17 1.78 Limit Partners' Cash Distributions per Unit 5.80 8.72 8.74 10.50 13.00 Total Assets 12,519,149 15,456,785 18,825,582 22,002,703 25,229,991 Partners' Capital (Deficit): Limited Partners 12,439,371 15,313,560 18,646,242 21,770,067 25,243,297 General Partner ( 197,260) ( 181,500) ( 122,180) ( 104,626) ( 67,066) Number of Units Outstanding 372,189 372,189 372,189 372,189 372,189
39
Selected Financial Data II-H Partnership ---------------- 1995 1994 1993 1992 1991 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 1,042,735 $ 1,208,886 $ 1,367,514 $ 1,653,431 $ 1,828,093 Net Income (Loss): Limited Partners ( 239,052) ( 47,630) 20,790 19,504 51,075 General Partner 21,532 26,955 36,610 37,211 42,926 Total ( 217,520) ( 20,675) 57,400 56,715 94,001 Limited Partners' Net Income (Loss) per Unit ( 2.61) ( .52) .23 .21 .56 Limited Partners' Cash Distributions per Unit 5.61 8.39 8.67 9.75 12.00 Total Assets 3,024,656 3,790,149 4,618,128 5,416,166 6,220,217 Partners' Capital (Deficit): Limited Partners 3,002,897 3,756,949 4,574,579 5,349,318 6,224,030 General Partner ( 47,635) ( 42,167) ( 29,122) ( 26,477) ( 17,083) Number of Units Outstanding 91,711 91,711 91,711 91,711 91,711
40 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS General The following general discussion should be read in conjunction with the analysis of results of operations provided below. The Partnerships are engaged in the business of operating producing oil and gas properties located in the continental United States. In management's view, it is not possible to predict accurately either the short-term or long-term prices for oil, gas, or refined petroleum products. Specifically, due to the oversupply of natural gas in recent years, certain of the Partnerships' gas producing properties have suffered, and continue to suffer during portions of the year, production curtailments and seasonal reductions in the prices paid by purchasers. Additional curtailments and seasonal or regional price reductions will adversely affect the operations and financial condition of the Partnerships. Gas sales prices, which have generally declined significantly since the mid-1980s, increased during the fourth quarter of 1995. See "Item 1. Business - Competition and Marketing." Actual future prices received by the Partnerships will likely be different from (and may be lower than) the prices in effect on December 31, 1995. In many past years, year-end prices have tended to be higher, and in some cases significantly higher, than the yearly average price actually received by the Partnerships for at least the year following the year-end valuation date. Management is unable to predict whether future gas prices will (i) stabilize, (ii) increase, or (iii) decrease. The amount of the Partnerships' cash flow, however, is dependent on such future gas prices. 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, or where methods are employed to permit more efficient recovery of reserves, thereby resulting in a positive economic impact. Assuming production levels for the year ended December 31, 1995, the Partnerships proved reserve quantities at December 31, 1995 would have the following lives: 41 Partnership Gas-Years Oil-Years ----------- --------- --------- II-A 5.4 5.8 II-B 4.8 6.1 II-C 5.4 7.8 II-D 5.7 6.2 II-E 6.8 4.7 II-F 5.6 6.5 II-G 5.6 6.5 II-H 5.7 6.5 There should be no further material capital resource commitments for the Partnerships in the future. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. 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. 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 1995. Oil and natural 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." 42 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." Generally, the Partnerships' operations during the year ended December 31, 1995 reflected a decline in oil and gas sales compared to the same period in 1994. Management believes this decline resulted from a number of factors including, but not limited to, (i) a normal decline in production from certain of the Partnerships' mature properties and (ii) a decline in natural gas prices. Refer to "Liquidity and Capital Resources" above for a discussion of factors impacting prices and production volumes. During 1994, a few of the Partnerships experienced an increase in oil and gas sales compared to the year ended December 31, 1993. Management believes this increase resulted primarily from gas balancing adjustments which occurred in 1993 in order to reflect such Partnerships' overproduced status on some properties. The adjustments were partially offset by a decline in oil and natural gas prices. Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties for each field, rather than for the Partnerships' properties as a whole as previously allowed by the SEC. See Note 1 to the Partnerships' financial statements, included in Item 8 of this Annual Report for a further description of this impairment policy. As a result of the Partnerships' adoption of SFAS No. 121, the Partnerships recorded a non-cash charge against earnings (impairment provision) during the fourth quarter of 1995 as follows: Partnership Amount ----------- -------- II-A $994,919 II-B 450,601 II-C 245,324 II-D 370,172 II-E 465,045 II-F 312,270 II-G 839,228 II-H 259,808 43 No such charge was recorded for any Partnership for the years ended December 31, 1994 and 1993 pursuant to the Partnerships' prior impairment policy. Impairment provisions do not impact the Partnerships' cash flows from operating activities; however, they do impact the amount of General Partner and Limited Partner capital. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. Accordingly, the II-A and II-D Partnerships have eleven fields, the II-B Partnership has four fields, the II-C Partnership has ten fields, the II-E Partnership has thirteen fields, the II-F and II- G Partnerships have nine fields, and the II-H Partnership has seven fields in which it is reasonably possible that a write-down will be incurred in the near term if gas prices decrease from December 31, 1995 levels. II-A Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 26.7% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 29,861 barrels and 458,342 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Volumes of oil sold decreased primarily due to (i) adjustments made by a purchaser in 1994 related to oil sold in prior periods, (ii) repairs resulting in the shutting-in of certain wells, and (iii) normal declines in production on several wells during the year ended December 31, 1995. Volumes of natural gas sold decreased primarily due (i) several wells being shut-in and (ii) normal declines in production on several wells. Average oil prices increased to $16.86 per barrel for the year ended December 31, 1995 as compared to $15.12 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.49 per Mcf for the year ended December 31, 1995 as compared to $1.84 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) decreased $537,103 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil and natural gas sold. As a percentage of oil and gas sales, these expenses increased slightly to 39.5% for the year ended December 31, 1995 from 37.4% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in the average price of natural gas 44 sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased by $1,293,969 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 39.4% for the year ended December 31, 1995 from 49.2% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves at December 31, 1995. As set forth under "Results of Operations" above, the II-A Partnership recognized a non-cash charge against earnings of $994,919 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-A Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-A Partnership's prior impairment policy. General and administrative expenses increased by $87,983 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar increase resulted primarily from an increase in legal fees associated with a gas contract arbitration matter the II-A Partnership is pursuing against Texaco. See "Item 3. Legal Proceedings." As a percentage of oil and gas sales, this expense increased to 14.0% for the year ended December 31, 1995 from 8.9% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in oil and natural gas sales during the year ended December 31, 1995. The Limited Partners in the II-A Partnership have received cash distributions through December 31, 1995 of $36,226,357 or 74.8% of Limited Partner capital contributions. 45 Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales increased 17.0% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was primarily due to an increase in volumes of oil and natural gas sold, partially offset by decreases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold increased 8,413 barrels and 737,821 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The increase in volumes of natural gas sold was primarily due to non-recurring negative gas balancing volume adjustments being recorded during the year ended December 31, 1993. Oil prices decreased to an average of $15.12 per barrel for the year ended December 31, 1994 from an average of $16.77 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.84 per Mcf for the year ended December 31, 1994 from an average of $2.06 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) decreased 9.9% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to workover costs performed on certain wells during the year ended December 31, 1993 with no similar expense during 1994, partially offset by the increase in volumes of oil and natural gas sold mentioned above. As a percentage of oil and gas sales, these expenses decreased to 37.4% for the year ended December 31, 1994 from 48.6% for the year ended December 31, 1993. This percentage decrease was primarily due to the workover costs mentioned above, partially offset by the decreases in the average prices of oil and natural gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $217,983 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in oil and natural gas production during the year ended December 31, 1994, partially offset by an upward revision of previous reserve estimates. As a percentage of oil and gas sales, this expense decreased to 49.2% for the year ended December 31, 1994 from 53.6% for the year ended December 31, 1993. This percentage decrease was primarily due to the upward revision of reserve estimates at December 31, 1994, partially offset by the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994. 46 General and administrative expenses increased $22,006 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense decreased to 8.9% for the year ended December 31, 1994 from 10.0% for the year ended December 31, 1993. This percentage decrease was primarily due to the increase in oil and gas sales discussed above. II-B Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 31.9% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 29,795 barrels and 444,573 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Volumes of oil sold decreased primarily due to (i) repairs resulting in the shutting-in of certain wells, (ii) the abandonment of one significant well, and (iii) normal declines in production on several wells during the year ended December 31, 1995. Volumes of natural gas sold decreased primarily due to (i) several wells being shut-in and (ii) normal declines in production on several wells during the year ended December 31, 1995. Average oil prices increased to $16.62 per barrel for the year ended December 31, 1995 as compared to $15.15 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.54 per Mcf for the year ended December 31, 1995 as compared to $1.83 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) decreased $490,194 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil and natural gas sold for the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 47.6% for the year ended December 31, 1995 from 42.8% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in the average price of natural gas sold for the year ended December 31, 1995. 47 Depreciation, depletion, and amortization of oil and gas properties decreased by $1,350,803 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 44.8% for the year ended December 31, 1995 from 59.3% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves at December 31, 1995. As set forth under "Results of Operations" above, the II-B Partnership recognized a non-cash charge against earnings of $450,601 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-B Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-B Partnership's prior impairment policy. General and administrative expenses increased by $150,179 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar increase resulted primarily from an increase in legal fees associated with a gas contract arbitration matter the II-B Partnership is pursuing against Texaco. See "Item 3. Legal Proceedings." As a percentage of oil and gas sales, this expense increased to 17.9% for the year ended December 31, 1995 from 9.0% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in oil and natural gas sales during the year ended December 31, 1995. The Limited Partners in the II-B Partnership have received cash distributions through December 31, 1995 of $25,900,916 or 71.6% of Limited Partner capital contributions. 48 Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales increased 1.9% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was primarily due to an increase in volumes of oil and natural gas sold, partially offset by decreases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold increased 4,414 barrels and 320,009 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The increase in volumes of natural gas sold was primarily due to non-recurring negative gas balancing volume adjustments being recorded during the year ended December 31, 1993. Oil prices decreased to an average of $15.15 per barrel for the year ended December 31, 1994 from an average of $17.17 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.83 per Mcf for the year ended December 31, 1994 from an average of $2.09 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) increased 7.2% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in volumes of oil and gas sold mentioned above, partially offset by the expense of workovers performed on certain wells during the year ended December 31, 1993 with no similar expense during 1994. As a percentage of oil and gas sales, these expenses increased to 42.8% for the year ended December 31, 1994 from 40.7% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase mentioned above and the decreases in the average prices of oil and natural gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $217,490 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in oil and gas production during the year ended December 31, 1994, partially offset by upward revisions of previous reserve estimates. As a percentage of oil and gas sales, this expense increased to 59.3% for the year ended December 31, 1994 from 55.7% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization discussed above and the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994. 49 General and administrative expenses increased $15,967 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense remained relatively constant for the year ended December 31, 1994 as compared to the year ended December 31, 1993. II-C Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 33.6% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 7,691 barrels and 238,375 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Volumes of oil sold decreased primarily due to (i) repairs resulting in the shutting-in of certain wells, (ii) the sale of several significant wells, and (iii) normal declines in production on several wells during the year ended December 31, 1995. Volumes of natural gas sold decreased primarily due to (i) several wells being shut-in during the year ended December 31, 1995 and (ii) normal declines in production on several wells during the year ended December 31, 1995. Average oil prices increased to $16.92 per barrel for the year ended December 31, 1995 as compared to $15.67 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.46 per Mcf for the year ended December 31, 1995 as compared to $1.80 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) decreased $121,209 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995, partially offset by an increase in expenses related to workovers, production facilities, and salt water disposal incurred during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 46.0% for the year ended December 31, 1995 from 35.8% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in the average price of natural gas sold during the year ended December 31, 1995. 50 Depreciation, depletion, and amortization of oil and gas properties decreased by $630,923 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 43.7% for the year ended December 31, 1995 from 56.6% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves at December 31, 1995, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995. As set forth under "Results of Operations" above, the II-C Partnership recognized a non-cash charge against earnings of $245,324 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-C Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-C Partnership's prior impairment policy. General and administrative expenses increased by $65,190 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar increase resulted primarily from an increase in legal fees associated with a gas contract arbitration matter the II-C Partnership is pursuing against Texaco. See "Item 3. Legal Proceedings." As a percentage of oil and gas sales, this expense increased to 16.4% for the year ended December 31, 1995 from 8.0% for the year ended December 31, 1994. This percentage increase was primarily due to the dollar increase in general and administrative expenses and the decrease in oil and natural gas sales, both of which occurred during the year ended December 31, 1995. The Limited Partners in the II-C Partnership have received cash distributions through December 31, 1995 of $11,082,686 or 71.7% of Limited Partner capital contributions. 51 Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales increased 20.7% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was primarily due to an increase in volumes of oil and natural gas sold, partially offset by decreases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold increased 1,506 barrels and 300,253 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The increase in volumes of natural gas sold was primarily due to non-recurring negative gas balancing volume adjustments being recorded during the year ended December 31, 1993. Oil prices decreased to an average of $15.67 per barrel for the year ended December 31, 1994 from an average of $17.34 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.80 per Mcf for the year ended December 31, 1994 from an average of $1.97 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) increased 12.0% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in production mentioned above, partially offset by workover costs performed on certain wells during the year ended December 31, 1993 with no similar expense during 1994. As a percentage of oil and gas sales, these expenses decreased to 35.8% for the year ended December 31, 1994 from 38.6% for the year ended December 31, 1993. This percentage decrease was primarily due to the fixed nature of certain direct operating expenses being compared to the increased revenues discussed above. Depreciation, depletion, and amortization of oil and gas properties increased $322,184 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in oil and gas production mentioned above. As a percentage of oil and gas sales, this expense increased to 56.6% for the year ended December 31, 1994 from 51.3% for the year ended December 31, 1993. This percentage increase was primarily due to the decreases in the average prices of oil and natural gas sold. General and administrative expenses increased $3,599 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense decreased to 8.0% for the year ended December 31, 1994 from 9.5% for the year ended December 31, 1993. This percentage decrease was primarily due to the increase in total revenues discussed above. 52 II-D Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 19.5% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 4,697 barrels and 93,713 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average oil prices increased to $16.39 per barrel for the year ended December 31, 1995 as compared to $15.13 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.28 per Mcf for the year December 31, 1995 as compared to $1.72 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) increased $400,483 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase was primarily due to lease operating expense adjustments recognized during the year ended December 31, 1994 associated with changes in estimates by third party operators of gas balancing positions on certain wells, partially offset by the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 54.8% for the year ended December 31, 1995 from 35.8% for the year ended December 31, 1994. This percentage increase was primarily a result of the dollar increase in direct operating expenses, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased by $1,264,015 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 39.7% for the year ended December 31, 1995 from 58.0% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves at December 31, 1995, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995. 53 As set forth under "Results of Operations" above, the II-D Partnership recognized a non-cash charge against earnings of $370,172 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-D Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-D Partnership's prior impairment policy. General and administrative expenses increased by $144,656 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar increase resulted primarily from an increase in legal fees associated with a gas contract arbitration matter the II-D Partnership is pursuing against Texaco. See "Item 3. Legal Proceedings." As a percentage of oil and gas sales, this expense increased to 13.9% for the year ended December 31, 1995 from 8.2% for the year ended December 31, 1994. This percentage increase was primarily due to the dollar increase in general and administrative expenses and the decrease in oil and natural gas sales, both of which occurred during the year ended December 31, 1995. The Limited Partners in the II-D Partnership have received cash distributions through December 31, 1995 of $21,209,903 or 67.4% of Limited Partner capital contributions. Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales increased 11.4% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This increase was primarily due to an increase in volumes of oil and natural gas sold, partially offset by decreases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold increased 1,357 barrels and 454,500 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. The increase in volumes of natural gas sold was primarily due to non-recurring negative gas balancing volume adjustments being recorded during the year ended December 31, 1993. Oil prices decreased to an average of $15.13 per barrel for the year ended December 31, 1994 from an average of $16.52 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.72 per Mcf for the year ended December 31, 1994 from an average of $1.83 per Mcf for the year ended December 31, 1993. 54 Direct operating expenses (including lease operating expenses and production taxes) decreased 9.7% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the deferral of lease operating expenses associated with certain underproduced wells for which new gas balancing information was provided by third party operators in 1994, partially offset by the increase in production mentioned above. As a percentage of oil and gas sales, these expenses decreased to 35.8% for the year ended December 31, 1994 from 44.1% for the year ended December 31, 1993. This percentage decrease was primarily due to the dollar decrease in direct operating expenses discussed above, partially offset by the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties increased $610,298 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in oil and natural gas production during the year ended December 31, 1994 and an increase in retirements, partially offset by upward reserve revisions. As a percentage of oil and gas sales, this expense increased to 58.0% for the year ended December 31, 1994 from 50.6% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization and the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994. General and administrative expenses increased $78,103 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense remained relatively constant for the year ended December 31, 1994 as compared to the year ended December 31, 1993. 55 II-E Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 7.4% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in the volumes of oil sold and the average price of natural gas sold, partially offset by an increase in the volumes of natural gas sold and the average price of oil sold. Volumes of oil sold decreased 2,976 barrels and volumes of natural gas sold increased 84,152 Mcf for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average oil prices increased to $16.81 per barrel for the year ended December 31, 1995 as compared to $15.45 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.31 per Mcf for the year ended December 31, 1995 as compared to $1.70 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) increased $204,609 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This increase was primarily due to (i) a lease operating expense adjustment recognized during the year ended December 31, 1994 associated with changes in estimates by the third party operator of gas balancing positions on certain wells and (ii) an increase in the volumes of natural gas sold during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses increased to 50.0% for the year ended December 31, 1995 from 38.0% for the year ended December 31, 1994. This percentage increase was primarily a result of the decrease in the average price of natural gas sold during the year ended December 31, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased by $717,013 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil sold and upward revisions of previous reserve estimates at December 31, 1995, partially offset by the increase in volumes of natural gas sold during the same period. As a percentage of oil and gas sales, this expense decreased to 59.1% for the year ended December 31, 1995 from 83.7% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves discussed above. 56 As set forth under "Results of Operations" above, the II-E Partnership recognized a non-cash charge against earnings of $465,045 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-E Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-E Partnership's prior impairment policy. General and administrative expenses increased by $344,472 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar increase resulted primarily from an increase in legal fees associated with a gas contract arbitration matter the II-E Partnership is pursuing against Texaco. See "Item 3. Legal Proceedings." As a percentage of oil and gas sales, this expense increased to 26.8% for the year ended December 31, 1995 from 11.0% for the year ended December 31, 1994. This percentage increase was primarily due to the dollar increase in general and administrative expenses and the decrease in oil and natural gas sales during the year ended December 31, 1995. The Limited Partners in the II-E Partnership have received cash distributions through December 31, 1995 of $12,406,574 or 54.2% of Limited Partner capital contributions. Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales decreased 3.6% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to a decrease in volumes of oil sold and decreases in the average prices of oil and natural gas sold, partially offset by an increase in the volumes of natural gas sold. Volumes of oil sold decreased 2,067 barrels and volumes of natural gas sold increased 100,628 Mcf for the year ended December 31, 1994 as compared to the year ended December 31, 1993. Oil prices decreased to an average of $15.45 per barrel for the year ended December 31, 1994 from an average of $16.46 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.70 per Mcf for the year ended December 31, 1994 from an average of $1.92 per Mcf for the year ended December 31, 1993. 57 Direct operating expenses (including lease operating expenses and production taxes) decreased 4.8% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a decrease in production taxes as a result of decreasing oil and gas sales for the year ended December 31, 1994 as compared to the year ended December 31, 1993, partially offset by the increase in volumes of natural gas sold discussed above. As a percentage of oil and gas sales, these expenses remained relatively constant for the year ended December 31, 1994 as compared to the year ended December 31, 1993. Depreciation, depletion, and amortization of oil and gas properties increased $244,958 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in both equivalent units of production and retirements during 1995. As a percentage of oil and gas sales, this expense increased to 83.7% for the year ended December 31, 1994 from 71.2% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization and the decreases in the average prices of oil and natural gas sold. General and administrative expenses increased $38,174 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense increased to 11.0% for the year ended December 31, 1994 from 9.1% for the year ended December 31, 1993. This percentage increase was primarily due to the decrease in total revenues discussed above. II-F Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 12.4% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes of oil sold and the average price of natural gas sold, partially offset by an increase in both the volumes of natural gas sold and the average price of oil sold. Volumes of oil sold decreased 8,950 barrels and volumes of natural gas sold increased 12,176 Mcf for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average oil prices increased to $16.10 per barrel for the year ended December 31, 1995 as compared to $14.85 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.36 per Mcf for the 58 year ended December 31, 1995 as compared to $1.64 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) decreased $115,977 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil sold coupled with a decrease in expenses related to workovers, repairs, and power and fuel during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 32.6% for the year ended December 31, 1995 as compared to 33.6% for the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased by $233,854 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil sold during the year ended December 31, 1995 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 51.1% for the year ended December 31, 1995 from 54.8% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves discussed above, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995. As set forth under "Results of Operations" above, the II-F Partnership recognized a non-cash charge against earnings of $312,270 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-F Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-F Partnership's prior impairment policy. General and administrative expenses remained relatively constant for the year ended December 31, 1995 as compared to the similar period in 1994. As a percentage of oil and gas sales, these expenses increased slightly to 9.9% for the year ended December 31, 1995 from 8.8% for the year ended December 31, 1994. This percentage increase was primarily due to the decrease in oil and gas sales during the year ended December 31, 1995 as compared to the year ended December 31, 1994. The Limited Partners in the II-F Partnership have received cash distributions through December 31, 1995 of $11,557,051 or 67.4% of Limited Partner capital contributions. 59 Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales decreased 12.1% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to a decrease in volumes of natural gas sold and decreases in the average prices of oil and natural gas sold, partially offset by an increase in volumes of oil sold. Volumes of oil sold increased 2,529 barrels and volumes of natural gas sold decreased 49,466 Mcf for the year ended December 31, 1994 as compared to the year ended December 31, 1993. Oil prices decreased to an average of $14.85 per barrel for the year ended December 31, 1994 from an average of $16.00 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.64 per Mcf for the year ended December 31, 1994 from an average of $1.88 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) increased 14.0% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to an increase in workovers on certain wells in 1994, partially offset by the decrease in equivalent units of production during the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses increased to 33.6% for the year ended December 31, 1994 from 25.9% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase in direct operating expenses and the decreases in the average prices of oil and natural gas sold during the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased $321,512 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the (i) decrease in equivalent units of production, (ii) upward revisions of previous reserve estimates, and (iii) several properties having been significantly depleted in 1993, leaving a smaller basis to deplete in 1994. As a percentage of oil and gas sales, this expense decreased to 54.8% for the year ended December 31, 1994 from 60.4% for the year ended December 31, 1993. This percentage decrease was primarily due to the dollar decrease mentioned above, partially offset by decreases in the average prices of oil and natural gas sold. General and administrative expenses increased $28,556 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense increased to 8.8% for the year ended December 31, 1994 from 6.7% for the year ended 60 December 31, 1993. This percentage increase was primarily due to the decrease in total revenues discussed above. II-G Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 15.0% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 18,828 barrels and 88,781 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average oil prices increased to $16.11 per barrel for the year ended December 31, 1995 as compared to $14.86 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.36 per Mcf for the year ended December 31, 1995 compared to $1.63 per Mcf for the year ended December 31, 1994. Direct operating expenses (including lease operating expenses and production taxes) decreased $372,201 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil and natural gas sold coupled with a decrease in expenses related to workovers and production facilities during the year ended December 31, 1995. As a percentage of oil and gas sales, these expenses decreased to 33.5% for the year ended December 31, 1995 from 35.7% for the year ended December 31, 1994. This percentage decrease was primarily due to the decrease in workover expenses during the year ended December 31, 1995 as compared to the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased by $502,587 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 53.1% for the year ended December 31, 1995 from 54.9% for the year ended December 31, 1994. This percentage decrease was primarily due to the upward revision in reserve estimates discussed above, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995 as compared to the year ended December 31, 1994. 61 As set forth under "Results of Operations" above, the II-G Partnership recognized a non-cash charge against earnings of $839,228 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-G Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-G Partnership's prior impairment policy. General and administrative expenses remained relatively constant for the year ended December 31, 1995 as compared to the similar period in 1994. As a percentage of oil and gas sales, these expenses increased to 10.1% for the year ended December 31, 1995 from 8.6% for the year ended December 31, 1994 due to the decrease in oil and gas sales during the year ended December 31, 1995 as compared to the year ended December 31, 1994. The Limited Partners in the II-G Partnership have received cash distributions through December 31, 1995 of $23,547,371 or 63.3% of Limited Partner capital contributions. Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales decreased 8.3% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to decreases in the average prices of oil and natural gas sold, partially offset by an increase in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold increased 5,754 barrels and 41,805 Mcf, respectively, for the year ended December 31, 1994 as compared to the year ended December 31, 1993. Oil prices decreased to an average of $14.86 per barrel for the year ended December 31, 1994 from an average of $16.01 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.63 per Mcf for the year ended December 31, 1994 from an average of $1.88 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) increased 23.4% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the increase in volumes of oil and natural gas sold and an increase in workover expenses in 1994. As a percentage of oil and gas sales, these expenses increased to 35.7% for the year ended December 31, 1994 from 26.5% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase in direct operating expenses and the decreases in the average prices of oil and natural gas sold. 62 Depreciation, depletion, and amortization of oil and gas properties decreased $682,107 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to several properties having been significantly depleted in 1993, leaving a smaller basis to deplete in 1994 coupled with upward revisions of previous reserve estimates. This decrease was partially offset by the increase in production mentioned above. As a percentage of oil and gas sales, this expense decreased to 54.9% for the year ended Decem- ber 31, 1994 from 62.6% for the year ended December 31, 1993. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization, partially offset by the decreases in the average prices of oil and natural gas sold. General and administrative expenses increased $64,489 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense increased to 8.6% for the year ended December 31, 1994 from 6.8% for the year ended December 31, 1993. This percentage increase was primarily due to the decrease in total revenues discussed above. II-H Partnership ---------------- Year Ended December 31, 1995 Compared to Year Ended December 31, 1994 ------------------------------------- Total oil and gas sales decreased 13.7% for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was due to decreases in both the volumes and average price of natural gas sold and the volumes of oil sold, partially offset by an increase in the average price of oil sold. Volumes of oil and natural gas sold decreased 4,371 barrels and 2,807 Mcf, respectively, for the year ended December 31, 1995 as compared to the year ended December 31, 1994. Average oil prices increased to $16.12 per barrel for the year ended December 31, 1995 as compared to $14.86 per barrel for the year ended December 31, 1994. Average natural gas prices decreased to $1.35 per Mcf for the year ended December 31, 1995 compared to $1.64 per Mcf for the year ended December 31, 1994. 63 Direct operating expenses (including lease operating expenses and production taxes) decreased $68,709 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily due to the decrease in the volumes of oil and natural gas sold and a decrease in expenses related to workovers and overhead during the year ended December 31, 1995 as compared to the year ended December 31, 1994. As a percentage of oil and gas sales, these expenses remained relatively constant at 34.4% for the year ended December 31, 1995 compared to 35.4% for the year ended December 31, 1994. Depreciation, depletion, and amortization of oil and gas properties decreased by $149,340 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This decrease was primarily a result of the decrease in the volumes of oil and natural gas sold during the year ended December 31, 1995 and upward revisions of previous reserve estimates at December 31, 1995. As a percentage of oil and gas sales, this expense decreased to 52.8% for the year ended December 31, 1995 from 57.9% for the year ended December 31, 1994. This percentage decrease was primarily due to the increase in the estimate of remaining reserves discussed above, partially offset by the decrease in the average price of natural gas sold during the year ended December 31, 1995. As set forth under "Results of Operations" above, the II-H Partnership recognized a non-cash charge against earnings of $259,808 for the year ended December 31, 1995. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted future net revenues from such oil and gas properties, in accordance with the II-H Partnership's adoption of SFAS No. 121. No similar charge was necessary during the year ended December 31, 1994 under the II-H Partnership's prior impairment policy. General and administrative expenses decreased by $3,398 for the year ended December 31, 1995 as compared to the year ended December 31, 1994. This dollar decrease resulted primarily from a decrease in professional and filing fees. As a percentage of oil and gas sales, these expenses increased to 10.3% for the year ended December 31, 1995 from 9.2% for the year ended December 31, 1994. This percentage increase resulted primarily from the decrease in oil and gas sales during the year ended December 31, 1995 as compared to the year ended December 31, 1994. The Limited Partners in the II-H Partnership have received cash distributions through December 31, 1995 of $5,436,364 or 59.3% of Limited Partner capital contributions. 64 Year Ended December 31, 1994 Compared to Year Ended December 31, 1993 ------------------------------------- Total oil and gas sales decreased 11.6% for the year ended December 31, 1994 as compared to the year ended December 31, 1993. This decrease was primarily due to a decrease in volumes of natural gas sold and decreases in the average prices of oil and natural gas sold, partially offset by an increase in the volumes of oil sold. Volumes of oil sold increased 1,380 barrels and volumes of natural gas sold decreased 18,620 Mcf for the year ended December 31, 1994 as compared to the year ended December 31, 1993. Oil prices decreased to an average of $14.86 per barrel for the year ended December 31, 1994 from an average of $16.01 per barrel for the year ended December 31, 1993. Natural gas prices decreased to an average of $1.64 per Mcf for the year ended December 31, 1994 from an average of $1.89 per Mcf for the year ended December 31, 1993. Direct operating expenses (including lease operating expenses and production taxes) increased 15.6% for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to an increase in workover expenses on certain wells in 1994, partially offset by the decrease in equivalent units of production. As a percentage of oil and gas sales, these expenses increased to 35.4% for the year ended December 31, 1994 from 27.1% for the year ended December 31, 1993. This percentage increase was primarily due to the dollar increase mentioned above and the decreases in the average prices of oil and natural gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $143,777 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to the decrease in equivalent units of production and several properties having been significantly depleted in 1993, leaving a smaller basis to deplete in 1994. As a percentage of oil and gas sales, this expense decreased to 57.9% for the year ended December 31, 1994 from 61.7% for the year ended December 31, 1993. This percentage decrease was primarily due to the dollar decrease mentioned above, partially offset by the decreases in the average prices of oil and natural gas sold. General and administrative expenses increased $14,374 for the year ended December 31, 1994 as compared to the year ended December 31, 1993 primarily due to a non-recurring decrease in general and administrative expenses in 1993 as a result of an overaccrued general and administrative expense estimate at December 31, 1992. As a percentage of oil and gas sales, this expense increased to 9.2% for the year ended December 31, 1994 from 7.0% for the year ended December 31, 1993. This percentage increase was primarily due to the decrease in total revenues discussed above. 65 Average Sales Prices, Production Volumes, and Average Production Costs The following is a comparison of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for the years ended December 31, 1995, 1994, and 1993. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above. 66 1995 Compared to 1994 --------------------- Average Sales Prices ------------------------------------------------------------ P/ship 1995 1994 % Change ------ ---------------- ---------------- ---------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- --- ----- II-A $16.86 $1.49 $15.12 $1.84 12% (19%) II-B 16.62 1.54 15.15 1.83 10% (16%) II-C 16.92 1.46 15.67 1.80 8% (19%) II-D 16.39 1.28 15.13 1.72 8% (26%) II-E 16.81 1.31 15.45 1.70 9% (23%) II-F 16.10 1.36 14.85 1.64 8% (17%) II-G 16.11 1.36 14.86 1.63 8% (17%) II-H 16.12 1.35 14.86 1.64 8% (18%) Production Volumes - ---------------------------------------------------------------- P/ship 1995 1994 % Change - ------ ------------------ ------------------ ------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------ --------- ------ ----- II-A 120,420 1,768,316 150,281 2,226,658 (20%) (21%) II-B 81,304 1,205,296 111,099 1,649,869 (27%) (27%) II-C 26,383 737,277 34,074 975,652 (23%) (24%) II-D 88,913 1,906,303 93,610 2,000,016 ( 5%) ( 5%) II-E 63,680 937,469 66,656 853,317 ( 4%) 10% II-F 54,773 845,804 63,723 833,628 (14%) 1% II-G 115,206 1,832,915 134,034 1,921,696 (14%) ( 5%) II-H 26,870 449,854 31,241 452,661 (14%) ( 1%) Average Production Costs per Equivalent Unit -------------------------------- P/ship 1995 1994 % Change ------ ----- ----- -------- II-A $4.45 $4.57 ( 2.6%) II-B 5.40 5.22 3.4% II-C 4.68 4.17 12.2% II-D 5.25 4.07 29.0% II-E 5.22 4.52 15.5% II-F 3.38 3.84 (12.0%) II-G 3.46 4.02 (13.9%) II-H 3.52 4.01 (12.2%) 67 1994 Compared to 1993 --------------------- Average Sales Prices -------------------------------------------------------------- P/ship 1994 1993 % Change ------ ---------------- ---------------- ------------ Oil Gas Oil Gas ($/Bbl) ($/Bbl) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- II-A $15.12 $1.84 $16.77 $2.06 (10%) (11%) II-B 15.15 1.83 17.17 2.09 (12%) (12%) II-C 15.67 1.80 17.34 1.97 (10%) ( 9%) II-D 15.13 1.72 16.52 1.83 ( 8%) ( 6%) II-E 15.45 1.70 16.46 1.92 ( 6%) (11%) II-F 14.85 1.64 16.00 1.88 ( 7%) (13%) II-G 14.86 1.63 16.01 1.88 ( 7%) (13%) II-H 14.86 1.64 16.01 1.89 ( 7%) (13%) Production Volumes - ---------------------------------------------------------------- P/ship 1994 1993 % Change - ------ ------------------ ------------------ ------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------- --------- ------ ----- II-A 150,281 2,226,658 141,868 1,488,837 6% 50% II-B 111,099 1,649,869 106,685 1,329,860 4% 24% II-C 34,074 975,652 32,568 675,399 5% 44% II-D 93,610 2,000,016 92,253 1,545,516 1% 29% II-E 66,656 853,317 68,723 752,689 (3%) 13% II-F 63,723 833,628 61,194 883,094 4% ( 6%) II-G 134,034 1,921,696 128,280 1,879,891 4% 2% II-H 31,241 452,661 29,861 471,281 5% ( 4%) Average Production Costs per Equivalent Unit ------------------------------------------- P/ship 1994 1993 % Change ------ ----- ----- -------- II-A $4.57 $6.78 (33%) II-B 5.22 5.73 ( 9%) II-C 4.17 5.04 (17%) II-D 4.07 5.49 (26%) II-E 4.52 5.10 (11%) II-F 3.84 3.27 17% II-G 4.02 3.35 20% II-H 4.01 3.41 18% 68 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. 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 directors and executive officers is Two West Second Street, Tulsa, Oklahoma 74103. Name Age Position with General Partner ---------------- --- -------------------------------- C. Philip Tholen 47 President and Chairman of the Board of Directors Dennis R. Neill 44 Senior Vice President and Director Jack A. Canon 46 Senior Vice President - General Counsel Drew S. Phillips 37 Vice President - Controller Patrick M. Hall 37 Director Annabel M. Jones 42 Secretary Judy F. Hughes 49 Treasurer The directors will hold office until the next annual meeting of shareholders of the General Partner and until their successors have been duly elected and qualified. All executive officers serve at the discretion of the Boards of Directors. 69 C. Philip Tholen joined the Samson Companies in 1977 and has served as President, Chief Executive Officer, and Director of the General Partner since March 3, 1993. Prior to joining the Samson Companies, he was an audit manager for Arthur Andersen & Co. in Tulsa where he specialized in oil and natural gas industry audits and contract audits. He holds a Bachelor of Science degree in accounting from the University of Tulsa and is a Certified Public Accountant. Mr. Tholen is also Executive Vice President, Chief Financial Officer, Treasurer, and Director of Samson Investment Company; President, Chief Executive Officer, and Chairman of the Board of Directors of Samson Natural Gas Company, Dyco Petroleum Corporation, and Samson Resources Company; President of two Divisions of Samson Natural Gas Company, Samson Exploration Company and Samson Production Services Company; Senior Vice President, Treasurer, and Director of Samson Properties Incorporated; and Director of Circle L Drilling Company and Samson Industrial Corporation. Dennis R. Neill joined the Samson Companies in 1981 and was named Senior Vice President and Director of the General Partner on March 3, 1993. Prior to joining the Samson Companies, 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, Chief Operating Officer, and Director of Samson Properties Incorporated; Senior Vice President of Samson Hydrocarbons Company; Senior Vice President and Director of Dyco Petroleum Corporation; and President and Chairman of the Board of Directors of Samson Securities Company. Jack A. Canon joined the Samson Companies in 1983 and has served as Senior Vice President - General Counsel of the General Partner since March 3, 1993. Prior to joining the Samson Companies, he served as a staff attorney for Terra Resources, Inc. and was associated with the Tulsa law firm of Dyer, Powers, Marsh, Turner and Armstrong. He received a Bachelor of Science degree in accounting from Quincy College and a Juris Doctorate degree from the University of Tulsa. Mr. Canon also serves as Secretary of Samson Investment Company; Director of Samson Natural Gas Company, Samson Properties Incorporated, Circle L Drilling Company, and Samson Securities Company; Senior Vice President - General Counsel of Samson Production Services Company and Dyco Petroleum Corporation; and Vice President - General Counsel of Samson Industrial Corporation. 70 Drew S. Phillips joined the Samson Companies in 1984 and has served as Vice President - Controller of the General Partner since March 3, 1993. Prior to joining the Samson Companies, Mr. Phillips was a senior accountant for Arthur Andersen & Co. He received a Bachelor of Science degree in business administration from the University of Arkansas and a Juris Doctorate degree from the University of Tulsa. A certified public accountant, Mr. Phillips is also Vice President - Financial and Tax Accounting of Samson Production Services Company. Patrick M. Hall joined the Samson Companies in 1983 and was named Director of the General Partner on March 3, 1993. Prior to joining the Samson Companies he was a senior accountant with Peat Marwick Main & Co. in Tulsa. He holds a Bachelor of Science degree in accounting from Oklahoma State University and is a Certified Public Accountant. Mr. Hall is also a Director of Samson Natural Gas Company; Senior Vice President - Controller and Director of Samson Properties Incorporated; and Senior Vice President - Controller of Samson Production Services Company and Dyco Petroleum Corporation. Annabel M. Jones joined the Samson Companies in 1982 and was named Secretary of the General Partner on March 3, 1993. Prior to joining the Samson Companies she served as associate general counsel of the Oklahoma Securities Commission. She holds Bachelor of Arts (in political science) and Juris Doctorate degrees from the University of Oklahoma. Ms. Jones serves as Assistant General Counsel - Corporate Affairs for Samson Production Services Company and is also Secretary of Samson Properties Incorporated, Samson Natural Gas Company, Dyco Petroleum Corporation, and Samson Industrial Corporation; Vice-President, Secretary, and Director of Samson Securities Company; and Assistant Secretary of Samson Investment Company. Judy F. Hughes joined the Samson Companies in 1978 and was named Treasurer of the General Partner on March 3, 1993. Prior to joining the Samson Companies, she performed treasury functions with Reading & Bates Corporation. She attended the University of Tulsa and also serves as Treasurer of Samson Natural Gas Company, Dyco Petroleum Corporation, and Samson Securities Company and Assistant Treasurer of Samson Investment Company and Samson Industrial Corporation. 71 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. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership for the years ended December 31, 1995, 1994, and 1993 is set forth in the table below. Partnership 1995 1994 1993 ----------- -------- -------- -------- II-A $509,772 $509,772 $509,772 II-B 380,760 380,757 380,761 II-C 162,756 162,759 162,683 II-D 331,452 331,451 330,685 II-E 240,864 240,864 240,864 II-F 180,420 180,421 180,420 II-G 391,776 391,778 391,788 II-H 96,540 96,358 96,540 None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates for the years ended December 31, 1995, 1994, and 1993: 72
Salary Reimbursements II-A Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ----- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $270,179 - - - - - - 1994 $270,179 - - - - - - 1995 $278,336 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
73
Salary Reimbursements II-B Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ----- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $201,803 - - - - - - 1994 $201,801 - - - - - - 1995 $207,895 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
74
Salary Reimbursements II-C Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ----- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $86,222 - - - - - - 1994 $86,262 - - - - - - 1995 $88,865 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
75
Salary Reimbursements II-D Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ----- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $175,263 - - - - - - 1994 $175,669 - - - - - - 1995 $180,973 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
76
Salary Reimbursements II-E Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- -------- ------- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $127,658 - - - - - - 1994 $127,658 - - - - - - 1995 $131,512 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
77
Salary Reimbursements II-F Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $95,623 - - - - - - 1994 $95,623 - - - - - - 1995 $98,509 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
78
Salary Reimbursements II-G Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $207,648 - - - - - - 1994 $207,643 - - - - - - 1995 $213,910 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
79
Salary Reimbursements II-H Partnership ---------------- Long Term Compensation ------------------------------- Annual Compensation Awards Payouts ------------------------- --------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Michael W. Tomasso, President, Chief Executive Officer 1993 - - - - - - - C. Philip Tholen, President 1993 - - - - - - - 1994 - - - - - - - 1995 - - - - - - - All Executive Officers, Directors, and Employees as a group 1993 $51,166 - - - - - - 1994 $51,070 - - - - - - 1995 $52,711 - - - - - - - ---------- Mr. Tomasso served as President and Chief Executive Officer of the General Partner through March 3, 1993.
80 Premier Gas Company ("Premier"), an affiliate of the Partnerships until December 6, 1995, purchased a portion of the Partnerships' gas at market prices and resold such gas at market prices directly to end users and local distribution companies. Premier performs this function for both the Partnerships and unrelated third parties. The table below summarizes the dollar amount of gas sold by the Partner- ships to Premier for the years ended December 31, 1995, 1994, and 1993. Partnership 1995 1994 1993 ----------- -------- ---------- ---------- II-A $825,515 $1,085,911 $1,063,966 II-B 374,717 595,951 422,202 II-C 225,948 365,980 267,852 II-D 682,346 909,348 707,391 II-E 593,218 618,067 456,173 II-F 367,527 543,786 309,628 II-G 776,211 1,150,665 656,517 II-H 182,878 272,053 155,801 See "Item 13. Certain Relationships and Related Transactions." 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. In addition to the compensation/reimbursements noted above, the Samson Companies were in the business of supplying field and drilling equipment and services to affiliated and unaffiliated parties in the industry. These companies may have provided equipment and services for wells in which the Partnerships have an interest. These equipment and services were 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 bill 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 29, 1996 by (i) each beneficial owner of more than 5% of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General 81 Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103. Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ ------------------ II-A Partnership: - ---------------- Samson Properties Incorporated 45,645 ( 9.4%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 45,645 ( 9.4%) II-B Partnership: - ---------------- Samson Properties Incorporated 38,393 (10.6%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 38,393 (10.6%) II-C Partnership: - ---------------- Samson Properties Incorporated 16,399 (10.6%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 16,399 (10.6%) II-D Partnership: - ---------------- Samson Properties Incorporated 28,241.5 ( 9.0%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 28,241.5 ( 9.0%) II-E Partnership: - ---------------- Samson Properties Incorporated 22,968 (10.0%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 22,968 (10.0%) II-F Partnership: - ---------------- Samson Properties Incorporated 15,680 ( 9.1%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 15,680 ( 9.1%) 82 II-G Partnership: - ---------------- Samson Properties Incorporated 27,773 ( 7.5%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 27,773 ( 7.5%) II-H Partnership: - ---------------- Samson Properties Incorporated 10,776 (11.7%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (10 persons) 10,776 (11.7%) To the best knowledge of the Partnerships and the General Partner, there were no officers, directors, or 5% owners who were delinquent filers of reports required under Section 16 of the Securities Exchange Act of 1934. 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. Affiliates of the Partnerships own some of the Partnerships' Units and therefore have 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 the Samson Companies. The Partnerships thus compete with the Samson Companies (including other currently sponsored oil and gas partnerships) for the time and resources of such personnel. The Samson Companies devote such time and personnel to the management of 83 the Partnerships as are indicated by the circumstances and as are con- sistent with the General Partner's fiduciary duties. As a result of Samson Investment Company's ("Samson") acquisition of Geodyne Resources, Samson, PaineWebber, Geodyne Resources, and the General Partner entered into an advisory agreement which relates primarily to the Partnerships. PaineWebber served as the dealer manager of the original offering of Units. The Advisory Agreement became effective on March 3, 1993 and will generally continue in effect for a period of five years from the date thereof. The Advisory Agreement provides that: (i) Samson, Geodyne Resources, and the General Partners will comply, and will cause the Partnerships to comply, with provisions of the Partnership Agreements (including all restrictions, prohibitions, and other provisions of such agreements concerning transactions in which Samson or its affiliates purchase or sell properties from or to, or render services to, the Partnerships and the terms of such agreements relating to farmouts of oil and gas properties), and Samson and Geodyne Resources will cause the General Partner to comply with all applicable fiduciary duties; (ii) Samson will review periodically with PaineWebber on a retrospective basis the general operations and performance of the Partnerships and the terms of any material transaction by a Partnership, including any transaction that involves participation by the Samson Companies; and (iii) Samson will review with PaineWebber on a prospective basis, and will allow PaineWebber to advise Samson and to comment on, (A) any General Partner-initiated amendment to a Partnership Agreement which requires a vote of the Limited Partners of such Partnership and (B) any proposal initiated by the General Partner or any of its affiliates that would involve a reorganization, merger, or consolidation of a Partnership, a sale of all or substantially all of the assets of a Partnership (including a roll-up or corporate stock exchange), the liquidation or dissolution of a Partnership, or the exchange of cash, securities, or other assets for all or any outstanding Units. In addition, the Advisory Agreement provides that: (i) Samson will cause Geodyne Resources to offer to repurchase Units at a price to be calculated in accordance with certain guidelines and to be paid in cash or a combination of cash and certain securities, all subject to certain limitations and restrictions; (ii) for a 24-month period beginning on March 1, 1993, the aggregate annual maximum amount chargeable to the Partnerships for direct administrative costs and general and administrative costs (as defined in the Partnership Agreements) will be reduced by an aggregate $800,000 from current levels for all partnerships sponsored by Geodyne Resources' subsidiaries and that certain other limits on amounts charged to the Partnerships for general and administrative costs will be observed; (iii) Samson will provide PaineWebber certain information relating to the Partnerships and the Limited Partners; (iv) Samson and Geodyne Resources will maintain an "800" investor services telephone number; (v) Samson and Geodyne Resources will take certain actions with respect to oil and gas properties held by nominees, insurance maintained by the Partnerships, approval as to transfers of interests in the Partnerships and the selection of independent reserve engineers; (vi) Samson and Geodyne Resources acknowledge the standing 84 of PaineWebber to institute actions, subject to certain limitations, in connection with the Advisory Agreement on behalf of the Limited Partners; and (vii) if Samson proposes a consolidation, merger, or exchange offer involving any limited partnership managed by Samson (other than Samson Energy Company Limited Partnership), it will propose to include all of the Partnerships in such transaction or provide a statement to PaineWebber as to the reasons why some or all of the Partnerships are not included in such transaction. Pursuant to the Advisory Agreement, Geodyne Resources has agreed to reimburse PaineWebber for all reasonable expenses incurred by it in connection with the matters contemplated by the Advisory Agreement, and Samson has agreed to indemnify PaineWebber and certain related parties from certain liabilities incurred in connection with the Advisory Agreement. Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Until December 6, 1995, the General Partner had delegated the negotiation, administration, and enforcement of its gas sales agreements to Premier. In addition to providing such administrative services, Premier purchased and resold gas directly to end-users and local distribution companies. Because affiliates of the Partnership who provide services to the Partnership have fiduciary or other duties to other members of the Samson Companies, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnership would take if it were to administer their own contracts without involvement with other members of the Samson Companies. On the other hand, management believes that the Partnerships's negotiating strength and contractual positions have been enhanced by virtue of their affiliation with the Samson Companies. For a description of certain of the relationships and related transactions see "Item 11. Executive Compensation." 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 II-A Geodyne Energy Income Limited Partnership II-B Geodyne Energy Income Limited Partnership II-C Geodyne Energy Income Limited Partnership II-D Geodyne Energy Income Limited Partnership II-E Geodyne Energy Income Limited Partnership II-F Geodyne Energy Income Limited Partnership II-G Geodyne Energy Income Limited Partnership II-H 85 as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995 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. These schedules have been omitted since the required information is presented in the financial statements or is not applicable. (3) Exhibits: 4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference. Partnership Filing Date File No. ----------- ------------ -------- II-A November 18, 1987 0-16388 II-B November 19, 1987 0-16405 II-C August 5, 1988 0-16981 II-D August 5, 1988 0-16980 II-E November 17, 1988 0-17320 II-F June 5, 1989 0-17799 II-G June 5, 1989 0-17802 II-H February 20, 1990 0-18305 4.2 The Agreements of Partnership for the following Production Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference. 86 Partnership Filing Date ----------- ----------- II-A November 18, 1987 II-B November 19, 1987 II-C August 5, 1988 II-D August 5, 1988 II-E November 17, 1988 II-F June 5, 1989 II-G June 5, 1989 II-H February 20, 1990 4.3 Advisory Agreement dated as of November 24, 1992 between Samson, PaineWebber, Geodyne Resources, Geodyne Properties, Inc., Geodyne Production Company, and Geodyne Energy Company filed as Exhibit 28.3 to Registrant's Current Report on Form 8-K on December 24, 1992 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.7 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 87 4.8 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.9 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.10 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.11 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. * 4.12 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E. * 4.13 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F. * 4.14 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G. * 4.15 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H. * 23.1 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- A. 88 * 23.2 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- B. * 23.3 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- C. * 23.4 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- D. * 23.5 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- E. * 23.6 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- F. * 23.7 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- G. * 23.8 Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II- H. * 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-B's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-C's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-D's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-E's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 89 * 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-F's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-G's financial statements as of December 31, 1995 and for the year ended December 31, 1995. * 27.8 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-H's financial statements as of December 31, 1995 and for the year ended December 31, 1995. All other Exhibits are omitted as inapplicable. ---------- *Filed herewith. (b) Reports on Form 8-K for the fourth quarter of 1995: None. 90 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 91 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 92 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 93 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 94 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 95 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 96 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 97 SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H By: GEODYNE PROPERTIES, INC. General Partner April 4, 1996 By: /s/C. Philip Tholen ------------------------------ C. Philip Tholen 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/C. Philip Tholen President and April 4, 1996 ------------------- Chairman of the C. Philip Tholen Board (Principal Executive Officer) /s/Dennis R. Neill Senior Vice April 4, 1996 ------------------- President and Dennis R. Neill Director /s/Jack A. Canon Senior Vice April 4, 1996 ------------------- President - Jack A. Canon General Counsel /s/Drew S. Phillips Vice-President - April 4, 1996 ------------------- Controller Drew S. Phillips (Principal Accounting Officer) /s/Patrick M. Hall Director April 4, 1996 ------------------- Patrick M. Hall /s/Annabel M. Jones Secretary April 4, 1996 ------------------- Annabel M. Jones /s/Judy F. Hughes Treasurer April 4, 1996 ------------------- Judy F. Hughes 98 ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE PRODUCTION PARTNERSHIP II-A We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma limited partnership, and Geodyne Production Partnership II-A, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-A and Geodyne Production Partnership II-A at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-A and Geodyne Production Partnership II-A changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-1 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 508,024 $ 793,694 Accounts receivable: Oil and gas sales, including $153,461 and $107,036 due from related parties 765,075 829,056 ---------- ---------- Total current assets $ 1,273,099 $ 1,622,750 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 7,390,812 10,069,976 DEFERRED CHARGE 1,169,277 980,772 ---------- ---------- $ 9,833,188 $12,673,498 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 213,126 $ 289,391 Gas imbalance payable 164,837 217,949 ---------- ---------- Total current liabilities $ 377,963 $ 507,340 ACCRUED LIABILITY $ 272,667 $ 398,669 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 311,994) ($ 297,741) Limited Partners, issued and outstanding, 484,283 Units 9,494,552 12,065,230 ---------- ---------- Total Partners' capital $ 9,182,558 $11,767,489 ---------- ---------- $ 9,833,188 $12,673,498 ========== ========== The accompanying notes are an integral part of these combined financial statements. F-2 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ---------- ------------ REVENUES: Oil and gas sales, including $825,515, $1,085,911, and $1,063,966 of sales to related parties $4,671,555 $6,371,949 $5,445,632 Interest income 20,126 31,747 20,151 Gain on sale of oil and gas properties 12,179 21,991 3,298 Other income - 72,028 1,423 --------- --------- --------- $4,703,860 $6,497,715 $5,470,504 COSTS AND EXPENSES: Lease operating $1,564,012 $2,023,881 $2,291,270 Production tax 282,252 359,486 354,917 Depreciation, depletion, and amortization of oil and gas properties 1,841,159 3,135,128 2,917,145 Impairment provision 994,919 - - General and administrative 655,449 567,466 545,460 --------- --------- --------- $5,337,791 $6,085,961 $6,108,792 --------- --------- --------- NET INCOME (LOSS) ($ 633,931) $ 411,754 ($ 638,288) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 81,747 $ 145,993 $ 84,771 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) ($ 715,678) $ 265,761 ($ 723,059) ========= ========= ========= NET INCOME (LOSS) per Unit ($ 1.48) $ .55 ($ 1.49) ========= ========= ========= UNITS OUTSTANDING 484,283 484,283 484,283 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1992 $17,956,097 ($240,427) $17,715,670 Net income (loss) ( 723,059) 84,771 ( 638,288) Cash distributions ( 2,773,569) ( 148,078) ( 2,921,647) ---------- ------- ---------- Balance, Dec. 31, 1993 $14,459,469 ($303,734) $14,155,735 Net income 265,761 145,993 411,754 Cash distributions ( 2,660,000) ( 140,000) ( 2,800,000) ---------- ------- ---------- Balance, Dec. 31, 1994 $12,065,230 ($297,741) $11,767,489 Net income (loss) ( 715,678) 81,747 ( 633,931) Cash Distributions ( 1,855,000) ( 96,000) ( 1,951,000) ---------- ------- ---------- Balance, Dec. 31, 1995 $ 9,494,552 ($311,994) $ 9,182,558 ========== ======= ========== The accompanying notes are an integral part of these combined financial statements. F-4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 633,931) $ 411,754 ($ 638,288) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,841,159 3,135,128 2,917,145 Impairment provision 994,919 - - Gain on sale of oil and gas properties ( 12,179) ( 21,991) ( 3,298) Decrease in accounts receivable 63,981 163,316 86,829 Increase in deferred charge ( 188,505) ( 159,357) ( 821,415) Increase (decrease) in accounts payable ( 76,265) ( 9,190) 115,934 Increase (decrease) in gas imbalance payable ( 53,112) ( 755,225) 643,300 Increase (decrease) in accrued liability ( 126,002) 53,007 345,662 --------- --------- --------- Net cash provided by operating activities $1,810,065 $2,817,442 $2,645,869 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 168,118) ($ 305,300) ($ 215,092) Proceeds from sale of oil and gas properties 23,383 34,826 485,634 --------- --------- --------- Net cash provided (used) by investing activities ($ 144,735) ($ 270,474) $ 270,542 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,951,000) ($2,800,000) ($2,921,647) --------- --------- --------- Net cash used by financing activities ($1,951,000) ($2,800,000) ($2,921,647) --------- --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 285,670) ($ 253,032) ($ 5,236) F-5 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 793,694 1,046,726 1,051,962 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 508,024 $ 793,694 $1,046,726 ========= ========= ========= 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 II-B GEODYNE PRODUCTION PARTNERSHIP II-B We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma limited partnership, and Geodyne Production Partnership II-B, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-B and Geodyne Production Partnership II-B at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993 in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-B and Geodyne Production Partnership II-B changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 168,239 $ 623,450 Accounts receivable: Oil and gas sales, including $81,240 and $64,669 due from related parties 584,133 572,547 --------- --------- Total current assets $ 752,372 $1,195,997 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,258,752 6,932,761 DEFERRED CHARGE 226,303 173,300 --------- --------- $6,237,427 $8,302,058 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 211,226 $ 222,404 Gas imbalance payable 15,048 18,793 --------- --------- Total current liabilities $ 226,274 $ 241,197 ACCRUED LIABILITY $ 301,684 $ 369,296 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 246,438) ($ 222,879) Limited Partners, issued and outstanding, 361,719 Units 5,955,907 7,914,444 --------- --------- Total Partners' capital $5,709,469 $7,691,565 --------- --------- $6,237,427 $8,302,058 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ REVENUES: Oil and gas sales, including $374,717, $595,951, and $422,202 of sales to related parties $3,204,794 $4,703,629 $4,615,384 Interest income 9,960 20,907 11,162 Gain (loss) on sale of oil and gas properties 10,869 14,693 ( 7,270) --------- --------- --------- $3,225,623 $4,739,229 $4,619,276 COSTS AND EXPENSES: Lease operating $1,315,780 $1,720,223 $1,596,910 Production tax 208,998 294,749 283,149 Depreciation, depletion, and amortization of oil and gas properties 1,436,788 2,787,591 2,570,101 Impairment provision 450,601 - - General and administrative 574,552 424,373 408,406 --------- --------- --------- $3,986,719 $5,226,936 $4,858,566 --------- --------- --------- NET LOSS ($ 761,096) ($ 487,707) ($ 239,290) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 37,441 $ 87,118 $ 90,840 ========= ========= ========= LIMITED PARTNERS - NET LOSS ($ 798,537) ($ 574,825) ($ 330,130) ========= ========= ========= NET LOSS per Unit ($ 2.21) ($ 1.59) ($ .91) ========= ========= ========= UNITS OUTSTANDING 361,719 361,719 361,719 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1992 $13,387,529 ($179,762) $13,207,767 Net income (loss) ( 330,130) 90,840 ( 239,290) Cash distributions ( 2,403,130) ( 108,075) ( 2,511,205) ---------- ------- ---------- Balance, Dec. 31, 1993 $10,654,269 ($196,997) $10,457,272 Net income (loss) ( 574,825) 87,118 ( 487,707) Cash distributions ( 2,165,000) ( 113,000) ( 2,278,000) ---------- ------- ---------- Balance, Dec. 31, 1994 $ 7,914,444 ($222,879) $ 7,691,565 Net income (loss) ( 798,537) 37,441 ( 761,096) Cash distributions ( 1,160,000) ( 61,000) ( 1,221,000) ---------- ------- ---------- Balance, Dec. 31, 1995 $ 5,955,907 ($246,438) $ 5,709,469 ========== ======= ========== The accompanying notes are an integral part of these combined financial statements. F-10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($ 761,096) ($ 487,707) ($ 239,290) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,436,788 2,787,591 2,570,101 Impairment provision 450,601 - - (Gain) loss on sale of oil and gas properties ( 10,869) ( 14,693) 7,270 Increase in deferred charge ( 53,003) ( 48,827) - Increase (decrease) in accrued liability ( 67,612) 166,378 - (Increase) decrease in accounts receivable ( 11,586) 233,588 189,788 Increase (decrease) in accounts payable ( 11,178) 22,788 92,594 Increase (decrease) in gas imbalance payable ( 3,745) ( 184,769) 92,210 --------- --------- --------- Net cash provided by operating activities $ 968,300 $2,474,349 $2,712,673 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 217,765) ($ 203,350) ($ 138,546) Proceeds from sale of oil and gas properties 15,254 33,230 680 --------- --------- --------- Net cash used by investing activities ($ 202,511) ($ 170,120) ($ 137,866) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,221,000) ($2,278,000) ($2,511,205) --------- --------- --------- Net cash used by financing activities ($1,221,000) ($2,278,000) ($2,511,205) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 455,211) $ 26,229 $ 63,602 F-11 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 623,450 597,221 533,619 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 168,239 $ 623,450 $ 597,221 ========= ========= ========= 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 II-C GEODYNE PRODUCTION PARTNERSHIP II-C We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma limited partnership, and Geodyne Production Partnership II-C, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-C and Geodyne Production Partnership II-C at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-C and Geodyne Production Partnership II-C changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 82,353 $ 380,901 Accounts receivable: Oil and gas sales, including $46,202 and $41,709 due from related parties 291,365 288,238 --------- --------- Total current assets $ 373,718 $ 669,139 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,572,284 3,411,988 DEFERRED CHARGE 259,941 210,793 --------- --------- $3,205,943 $4,291,920 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 67,293 $ 56,341 Gas imbalance payable 59,892 104,939 --------- --------- Total current liabilities $ 127,185 $ 161,280 ACCRUED LIABILITY $ 138,658 $ 122,531 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 99,615) ($ 84,153) Limited Partners, issued and outstanding, 154,621 Units 3,039,715 4,092,262 --------- --------- Total Partners' capital $2,940,100 $4,008,109 --------- --------- $3,205,943 $4,291,920 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ REVENUES: Oil and gas sales, including $225,948, $365,980, and $267,852 of sales to related parties $1,519,937 $2,289,166 $1,896,565 Interest income 6,475 13,099 4,832 Gain (loss) on sale of oil and gas properties 13,807 11,076 ( 11,756) Other income - 180 - --------- --------- --------- $1,540,219 $2,313,521 $1,889,641 COSTS AND EXPENSES: Lease operating $ 594,932 $ 663,437 $ 585,676 Production tax 103,713 156,417 146,040 Depreciation, depletion, and amortization of oil and gas properties 664,376 1,295,299 973,115 Impairment provision 245,324 - - General and administrative 248,883 183,693 180,094 Other - - 2,203 --------- --------- --------- $1,857,228 $2,298,846 $1,887,128 --------- --------- --------- NET INCOME (LOSS) ($ 317,009) $ 14,675 $ 2,513 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 20,538 $ 52,546 $ 39,050 ========= ========= ========= LIMITED PARTNERS - NET LOSS ($ 337,547) ($ 37,871) ($ 36,537) ========= ========= ========= NET LOSS per Unit ($ 2.18) ($ .24) ($ .24) ========= ========= ========= UNITS OUTSTANDING 154,621 154,621 154,621 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------ --------- ------------ Balance, Dec. 31, 1992 $6,407,337 ($64,354) $6,342,983 Net income (loss) ( 36,537) 39,050 2,513 Cash distributions ( 1,150,667) ( 54,895) ( 1,205,562) --------- ------ --------- Balance, Dec. 31, 1993 $5,220,133 ($80,199) $5,139,934 Net income (loss) ( 37,871) 52,546 14,675 Cash distributions ( 1,090,000) ( 56,500) ( 1,146,500) --------- ------ --------- Balance, Dec. 31, 1994 $4,092,262 ($84,153) $4,008,109 Net income (loss) ( 337,547) 20,538 ( 317,009) Cash distributions ( 715,000) ( 36,000) ( 751,000) --------- ------ --------- Balance, Dec. 31, 1995 $3,039,715 ($99,615) $2,940,100 ========= ====== ========= The accompanying notes are an integral part of these combined financial statements. F-16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 317,009) $ 14,675 $ 2,513 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 664,376 1,295,299 973,115 Impairment provision 245,324 - - (Gain) loss on sale of oil and gas properties ( 13,807) ( 11,076) 11,756 (Increase) decrease in accounts receivable ( 3,127) 72,543 13,316 Increase (decrease) in accounts payable 10,952 ( 8,557) 28,455 Increase in deferred charge ( 49,148) ( 27,159) ( 183,634) Increase (decrease) in gas imbalance payable ( 45,047) ( 104,745) 209,684 Increase in accrued liability 16,127 50,653 71,878 --------- --------- --------- Net cash provided by operating activities $ 508,641 $1,281,633 $1,127,083 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 77,297) ($ 58,552) ($ 52,946) Proceeds from sale of oil and gas properties 21,108 4,143 111,780 --------- --------- --------- Net cash provided (used) by investing activities ($ 56,189) ($ 54,409) $ 58,834 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 751,000) ($1,146,500) ($1,205,562) --------- --------- --------- Net cash used by financing activities ($ 751,000) ($1,146,500) ($1,205,562) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 298,548) $ 80,724 ($ 19,645) F-17 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 380,901 300,177 319,822 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 82,353 $ 380,901 $ 300,177 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-18 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE PRODUCTION PARTNERSHIP II-D We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma limited partnership, and Geodyne Production Partnership II-D, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-D and Geodyne Production Partnership II-D at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-D and Geodyne Production Partnership II-D changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 317,368 $ 563,613 Accounts receivable: Oil and gas sales, including $124,908 and $121,780 due from related parties 630,370 697,345 --------- --------- Total current assets $ 947,738 $1,260,958 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,394,199 7,261,978 DEFERRED CHARGE 949,227 1,048,947 --------- --------- $7,291,164 $9,571,883 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 146,808 $ 195,236 Gas imbalance payable 117,523 208,023 --------- --------- Total current liabilities $ 264,331 $ 403,259 ACCRUED LIABILITY $ 285,420 $ 222,635 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 143,473) ($ 111,528) Limited Partners, issued and outstanding, 314,878 Units 6,884,886 9,057,517 --------- --------- Total Partners' capital $6,741,413 $8,945,989 --------- --------- $7,291,164 $9,571,883 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-20 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ REVENUES: Oil and gas sales, including $682,346, $909,348, and $707,391 of sales to related parties $3,901,516 $4,849,160 $4,353,624 Interest income 14,424 9,816 10,592 Gain (loss) on sale of oil and gas properties 27,963 2,133 ( 5,164) Other income - - 31,217 --------- --------- --------- $3,943,903 $4,861,109 $4,390,269 COSTS AND EXPENSES: Lease operating $1,854,632 $1,296,072 $1,552,331 Production tax 281,612 439,689 369,055 Depreciation, depletion, and amortization of oil and gas properties 1,548,167 2,812,182 2,201,884 Impairment provision 370,172 - - General and administrative 542,896 398,240 320,137 --------- --------- --------- $4,597,479 $4,946,183 $4,443,407 --------- --------- --------- NET LOSS ($ 653,576) ($ 85,074) ($ 53,138) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 44,055 $ 108,234 $ 85,418 ========= ========= ========= LIMITED PARTNERS - NET LOSS ($ 697,631) ($ 193,308) ($ 138,556) ========= ========= ========= NET LOSS per Unit ($ 2.22) ($ .61) ($ .44) ========= ========= ========= UNITS OUTSTANDING 314,878 314,878 314,878 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1992 $14,278,065 ($107,460) $14,170,605 Net income (loss) ( 138,556) 85,418 ( 53,138) Cash distributions ( 2,923,684) ( 113,220) ( 3,036,904) ---------- ------- ---------- Balance, Dec. 31, 1993 $11,215,825 ($135,262) $11,080,563 Net income (loss) ( 193,308) 108,234 ( 85,074) Cash distributions ( 1,965,000) ( 84,500) ( 2,049,500) ---------- ------- ---------- Balance, Dec. 31, 1994 $ 9,057,517 ($111,528) $ 8,945,989 Net income (loss) ( 697,631) 44,055 ( 653,576) Cash distributions ( 1,475,000) ( 76,000) ( 1,551,000) ---------- ------- ---------- Balance, Dec. 31, 1995 $ 6,884,886 ($143,473) $ 6,741,413 ========== ======= ========== The accompanying notes are an integral part of these combined financial statements. F-22 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($ 653,576) ($ 85,074) ($ 53,138) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,548,167 2,812,182 2,201,884 Impairment provision 370,172 - - Gain on sale of oil and gas properties ( 27,963) ( 2,133) ( 5,164) (Increase) decrease in deferred charge 99,720 ( 506,260) - Increase in accrued liability 62,785 41,723 - Decrease in accounts receivable 66,975 321,203 280,576 Increase (decrease) in accounts payable ( 48,428) 31,666 ( 13,874) Increase (decrease) in gas imbalance payable ( 90,500) ( 54,864) 262,887 --------- --------- --------- Net cash provided by operating activities $1,327,352 $2,558,443 $2,673,171 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 58,694) ($ 100,082) ($ 178,362) Proceeds from sale of oil and gas properties 36,097 7,537 10,475 --------- --------- --------- Net cash used by investing activities ($ 22,597) ($ 92,545) ($ 167,887) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,551,000) ($2,049,500) ($3,036,904) --------- --------- --------- Net cash used by financing activities ($1,551,000) ($2,049,500) ($3,036,904) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 246,245) $ 416,398 ($ 531,620) F-23 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 563,613 147,215 678,835 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 317,368 $ 563,613 $ 147,215 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-24 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE PRODUCTION PARTNERSHIP II-E We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma limited partnership, and Geodyne Production Partnership II-E, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-E and Geodyne Production Partnership II-E at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-E and Geodyne Production Partnership II-E changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 201,042 $ 260,348 Accounts receivable: Oil and gas sales, including $122,758 and $90,940 due from related parties 409,630 355,365 --------- --------- Total current assets $ 610,672 $ 615,713 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,293,979 7,062,612 DEFERRED CHARGE 374,745 438,881 --------- --------- $6,279,396 $8,117,206 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 90,392 $ 97,077 Gas imbalance payable 84,265 41,780 --------- --------- Total current liabilities $ 174,657 $ 138,857 ACCRUED LIABILITY $ 134,283 $ 180,097 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 122,950) ($ 104,398) Limited Partners, issued and outstanding, 228,821 Units 6,093,406 7,902,650 --------- --------- Total Partners' capital $5,970,456 $7,798,252 --------- --------- $6,279,396 $8,117,206 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-26 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ REVENUES: Oil and gas sales, including $593,218, $618,067, and $456,173 of sales to related parties $2,297,409 $2,480,706 $2,572,564 Interest income 5,942 5,481 8,726 Gain (loss) on sale of oil and gas properties 15,120 1,475 ( 3,053) Other income - 4,361 2,944 --------- --------- --------- $2,318,471 $2,492,023 $2,581,181 COSTS AND EXPENSES: Lease operating $ 965,824 $ 725,707 $ 785,782 Production tax 182,683 218,191 205,443 Depreciation, depletion, and amortization of oil and gas properties 1,358,410 2,075,423 1,830,465 Impairment provision 465,045 - - General and administrative 616,305 271,833 233,659 --------- --------- --------- $3,588,267 $3,291,154 $3,055,349 --------- --------- --------- NET LOSS ($1,269,796) ($ 799,131) ($ 474,168) ========= ========= ========= GENERAL PARTNER - NET INCOME $ 9,448 $ 43,060 $ 49,510 ========= ========= ========= LIMITED PARTNERS - NET LOSS ($1,279,244) ($ 842,191) ($ 523,678) ========= ========= ========= NET LOSS per Unit ($ 5.59) ($ 3.68) ($ 2.29) ========= ========= ========= UNITS OUTSTANDING 228,821 228,821 228,821 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-27 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1992 $12,151,338 ($ 80,783) $12,070,555 Net income (loss) ( 523,678) 49,510 ( 474,168) Cash distributions ( 1,787,819) ( 63,685) ( 1,851,504) ---------- ------- ---------- Balance, Dec. 31, 1993 $ 9,839,841 ($ 94,958) $ 9,744,883 Net income (loss) ( 842,191) 43,060 ( 799,131) Cash distributions ( 1,095,000) ( 52,500) ( 1,147,500) ---------- ------- ---------- Balance, Dec. 31, 1994 $ 7,902,650 ($104,398) $ 7,798,252 Net income (loss) ( 1,279,244) 9,448 ( 1,269,796) Cash distributions ( 530,000) ( 28,000) ( 558,000) ---------- ------- ---------- Balance, Dec. 31, 1995 $ 6,093,406 ($122,950) $ 5,970,456 ========== ======= ========== The accompanying notes are an integral part of these combined financial statements. F-28 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net loss ($1,269,796) ($ 799,131) ($ 474,168) Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,358,410 2,075,423 1,830,465 Impairment provision 465,045 - - (Gain) loss on sale of oil and gas properties ( 15,120) ( 1,475) 3,053 (Increase) decrease in accounts receivable ( 54,265) 223,408 117,099 Decrease in accounts payable ( 6,685) ( 13,503) ( 12,573) Increase (decrease) in gas imbalance payable 42,485 ( 3,938) 45,718 Increase (decrease) in accrued liability ( 45,814) 60,855 119,242 (Increase) decrease in deferred charge 64,136 ( 322,362) ( 116,519) --------- --------- --------- Net cash provided by operating activities $ 538,396 $1,219,277 $1,512,317 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 82,764) ($ 44,274) ($ 62,161) Proceeds from sale of oil and gas properties 43,062 2,308 1,749 --------- --------- --------- Net cash used by investing activities ($ 39,702) ($ 41,966) ($ 60,412) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 558,000) ($1,147,500) ($1,851,504) --------- --------- --------- Net cash used by financing activities ($ 558,000) ($1,147,500) ($1,851,504) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 59,306) $ 29,811 ($ 399,599) F-29 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 260,348 230,537 630,136 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 201,042 $ 260,348 $ 230,537 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-30 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE PRODUCTION PARTNERSHIP II-F We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma limited partnership, and Geodyne Production Partnership II-F, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-F and Geodyne Production Partnership II-F at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-F and Geodyne Production Partnership II-F changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-31 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 325,816 $ 237,397 Accounts receivable: Oil and gas sales, including $66,788 and $61,777 due from related parties 352,473 321,964 --------- --------- Total current assets $ 678,289 $ 559,361 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,936,055 6,309,820 DEFERRED CHARGE 119,115 98,251 --------- --------- $5,733,459 $6,967,432 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 79,348 $ 65,394 Gas imbalance payable 23,373 43,583 --------- --------- Total current liabilities $ 102,721 $ 108,977 ACCRUED LIABILITY $ 23,330 $ 40,102 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 84,377) ($ 80,063) Limited Partners, issued and outstanding, 171,400 Units 5,691,785 6,898,416 --------- --------- Total Partners' capital $5,607,408 $6,818,353 --------- --------- $5,733,459 $6,967,432 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-32 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ---------- ---------- REVENUES: Oil and gas sales, including $367,527, $543,786, and $309,628 of sales to related parties $2,028,592 $2,316,564 $2,636,304 Interest income 9,818 8,634 8,936 Gain on sale of oil and gas properties 27,433 1,130 874 --------- --------- --------- $2,065,843 $2,326,328 $2,646,114 COSTS AND EXPENSES: Lease operating $ 522,525 $ 582,556 $ 496,440 Production tax 139,134 195,080 185,532 Depreciation, depletion, and amortization of oil and gas properties 1,036,058 1,269,912 1,591,424 Impairment provision 312,270 - - General and administrative 200,801 204,758 176,202 Other - - 1,037 --------- --------- --------- $2,210,788 $2,252,306 $2,450,635 --------- --------- --------- NET INCOME (LOSS) ($ 144,945) $ 74,022 $ 195,479 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 46,686 $ 54,498 $ 73,431 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) ($ 191,631) $ 19,524 $ 122,048 ========= ========= ========= NET INCOME (LOSS) per Unit ($ 1.12) $ .11 $ .71 ========= ========= ========= UNITS OUTSTANDING 171,400 171,400 171,400 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-33 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------ --------- ------------ Balance, Dec. 31, 1992 $9,857,985 ($49,422) $9,808,563 Net income 122,048 73,431 195,479 Cash distributions ( 1,521,141) ( 76,570) ( 1,597,711) --------- ------ --------- Balance, Dec. 31, 1993 $8,458,892 ($52,561) $8,406,331 Net income 19,524 54,498 74,022 Cash distributions ( 1,580,000) ( 82,000) ( 1,662,000) --------- ------ --------- Balance, Dec. 31, 1994 $6,898,416 ($80,063) $6,818,353 Net income (loss) ( 191,631) 46,686 ( 144,945) Cash distributions ( 1,015,000) ( 51,000) ( 1,066,000) --------- ------ --------- Balance, Dec. 31, 1995 $5,691,785 ($84,377) $5,607,408 ========= ====== ========= The accompanying notes are an integral part of these combined financial statements. F-34 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 144,945) $ 74,022 $ 195,479 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,036,058 1,269,912 1,591,424 Impairment provision 312,270 - - Gain on sale of oil and gas properties ( 27,433) ( 1,130) ( 874) (Increase) decrease in accounts receivable ( 30,509) 89,992 39,952 Increase (decrease) in accounts payable 13,954 4,291 ( 62,727) Increase in deferred charge ( 20,864) ( 52,880) ( 45,371) Increase (decrease) in gas imbalance payable ( 20,210) 2,965 ( 242) Increase (decrease) in accrued liability ( 16,772) 4,006 36,096 --------- --------- --------- Net cash provided by operating activities $1,101,549 $1,391,178 $1,753,737 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,171) ($ 38,920) ($ 48,016) Proceeds from sale of oil and gas properties 71,041 2,412 12,531 --------- --------- --------- Net cash provided (used) by investing activities $ 52,870 ($ 36,508) ($ 35,485) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,066,000) ($1,662,000) ($1,597,711) --------- --------- --------- Net cash used by financing activities ($1,066,000) ($1,662,000) ($1,597,711) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 88,419 ($ 307,330) $ 120,541 F-35 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 237,397 544,727 424,186 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 325,816 $ 237,397 $ 544,727 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-36 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE PRODUCTION PARTNERSHIP II-G We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma limited partnership, and Geodyne Production Partnership II-G, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-G and Geodyne Production Partnership II-G at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-G and Geodyne Production Partnership II-G changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-37 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------- ------------- CURRENT ASSETS: Cash and cash equivalents $ 661,921 $ 492,117 Accounts receivable: Oil and gas sales, including $141,036 and $130,572 due from related parties 748,457 687,939 ---------- ---------- Total current assets $ 1,410,378 $ 1,180,056 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 10,851,397 14,057,651 DEFERRED CHARGE 257,374 219,078 ---------- ---------- $12,519,149 $15,456,785 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 176,095 $ 139,970 Gas imbalance payable 50,501 94,414 ---------- ---------- Total current liabilities $ 226,596 $ 234,384 ACCRUED LIABILITY $ 50,802 $ 90,341 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 197,620) ($ 181,500) Limited Partners, issued and outstanding, 372,189 Units 12,439,371 15,313,560 ---------- ---------- Total Partners' capital $12,241,751 $15,132,060 ---------- ---------- $12,519,149 $15,456,785 ========== ========== The accompanying notes are an integral part of these combined financial statements. F-38 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ---------- REVENUES: Oil and gas sales, including $776,211, $1,150,665, and $656,517 of sales to related parties $4,348,087 $5,116,776 $5,581,221 Interest income 20,378 19,121 19,559 Gain on sale of oil and gas properties 51,339 1,377 1,882 Other income - - 31,784 ---------- --------- --------- $4,419,804 $5,137,274 $5,634,446 COSTS AND EXPENSES: Lease operating $1,152,908 $1,396,694 $1,085,377 Production tax 302,449 430,864 395,652 Depreciation, depletion, and amortization of oil and gas properties 2,306,915 2,809,502 3,491,609 Impairment provision 839,228 - - General and administrative 437,613 441,568 377,079 Other - 32,648 - --------- --------- --------- $5,039,113 $5,111,276 $5,349,717 --------- --------- --------- NET INCOME (LOSS) ($ 619,309) $ 25,998 $ 284,729 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 94,880 $ 113,680 $ 153,901 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) ($ 714,189) ($ 87,682) $ 130,828 ========= ========= ========= NET INCOME (LOSS) per Unit ($ 1.92) ($ .24) $ .35 ========= ========= ========= UNITS OUTSTANDING 372,189 372,189 372,189 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-39 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1992 $21,770,067 ($104,626) $21,665,441 Net income 130,828 153,901 284,729 Cash distributions ( 3,254,653) ( 171,455) ( 3,426,108) ---------- ------- ---------- Balance, Dec. 31, 1993 $18,646,242 ($122,180) $18,524,062 Net income (loss) ( 87,682) 113,680 25,998 Cash distributions ( 3,245,000) ( 173,000) ( 3,418,000) ---------- ------- ---------- Balance, Dec. 31, 1994 $15,313,560 ($181,500) $15,132,060 Net income (loss) ( 714,189) 94,880 ( 619,309) Cash distributions ( 2,160,000) ( 111,000) ( 2,271,000) ---------- ------- ---------- Balance, Dec. 31, 1995 $12,439,371 ($197,620) $12,241,751 ========== ======= ========== The accompanying notes are an integral part of these combined financial statements. F-40 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 619,309) $ 25,998 $ 284,729 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 2,306,915 2,809,502 3,491,609 Impairment provision 839,228 - - Gain on sale of oil and gas properties ( 51,339) ( 1,377) ( 1,882) (Increase) decrease in accounts receivable ( 60,518) 217,929 58,369 Increase (decrease) in accounts payable 36,125 9,959 ( 131,587) Increase in deferred charge ( 38,296) ( 122,766) ( 96,312) Increase (decrease) in gas imbalance payable ( 43,913) 2,370 16,380 Increase (decrease) in accrued liability ( 39,539) 10,876 79,465 --------- --------- --------- Net cash provided by operating activities $2,329,354 $2,952,491 $3,700,771 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 40,899) ($ 114,454) ($ 101,498) Proceeds from sale of oil and gas properties 152,349 5,546 23,883 --------- --------- --------- Net cash provided (used) by investing activities $ 111,450 ($ 108,908) ($ 77,615) --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,271,000) ($3,418,000) ($3,426,108) --------- --------- --------- Net cash used by financing activities ($2,271,000) ($3,418,000) ($3,426,108) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 169,804 ($ 574,417) $ 197,048 F-41 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 492,117 1,066,534 869,486 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 661,921 $ 492,117 $1,066,534 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-42 REPORT OF INDEPENDENT ACCOUNTANTS TO THE PARTNERS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE PRODUCTION PARTNERSHIP II-H We have audited the combined balance sheets of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma limited partnership, and Geodyne Production Partnership II-H, an Oklahoma general partnership, as of December 31, 1995 and 1994 and the related combined statements of operations, changes in partners' capital (deficit), and cash flows for the years ended December 31, 1995, 1994, and 1993. 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 in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the combined financial statements referred to above present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-H and Geodyne Production Partnership II-H at December 31, 1995 and 1994 and the combined results of their operations and cash flows for the years ended December 31, 1995, 1994, and 1993, in conformity with generally accepted accounting principles. As disclosed in Note 1 to the combined financial statements, the Geodyne Energy Income Limited Partnership II-H and Geodyne Production Partnership II-H changed their method of accounting for impairment of their oil and gas properties as of October 1, 1995. COOPERS & LYBRAND L.L.P. Tulsa, Oklahoma March 25, 1996 F-43 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 1995 and 1994 ASSETS ------ 1995 1994 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 158,812 $ 124,102 Accounts receivable: Oil and gas sales, including $33,220 and $30,807 due from related parties 179,505 166,834 --------- --------- Total current assets $ 338,317 $ 290,936 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,624,277 3,449,374 DEFERRED CHARGE 62,062 49,839 --------- --------- $3,024,656 $3,790,149 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 45,404 $ 33,996 Gas imbalance payable 11,211 18,690 --------- --------- Total current liabilities $ 56,615 $ 52,686 ACCRUED LIABILITY $ 12,779 $ 22,681 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 47,635) ($ 42,167) Limited Partners, issued and outstanding, 91,711 Units 3,002,897 3,756,949 --------- --------- Total Partners' capital $2,955,262 $3,714,782 --------- --------- $3,024,656 $3,790,149 ========= ========= The accompanying notes are an integral part of these combined financial statements. F-44 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Operations For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ------------ ------------ ------------ REVENUES: Oil and gas sales, including $182,878, $272,053, and $155,801 of sales to related parties $1,042,735 $1,208,886 $1,367,514 Interest income 4,721 4,315 4,346 Gain (loss) on sale of oil and gas properties 11,436 4,175 ( 4,271) --------- --------- --------- $1,058,892 $1,217,376 $1,367,589 COSTS AND EXPENSES: Lease operating $ 284,635 $ 322,897 $ 271,395 Production tax 74,349 104,796 98,672 Depreciation, depletion, and amortization of oil and gas properties 550,384 699,724 843,501 Impairment provision 259,808 - - General and administrative 107,236 110,634 96,260 Other - - 361 --------- --------- --------- $1,276,412 $1,238,051 $1,310,189 --------- --------- --------- NET INCOME (LOSS) ($ 217,520) ($ 20,675) $ 57,400 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 21,532 $ 26,955 $ 36,610 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) ($ 239,052) ($ 47,630) $ 20,790 ========= ========= ========= NET INCOME (LOSS) per Unit ($ 2.61) ($ .52) $ .23 ========= ========= ========= UNITS OUTSTANDING 91,711 91,711 91,711 ========= ========= ========= The accompanying notes are an integral part of these combined financial statements. F-45 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Changes in Partners' Capital (Deficit) For the Years Ended December 31, 1995, 1994, and 1993 Limited General Partners Partner Total ------------ --------- ------------ Balance, Dec. 31, 1992 $5,349,318 ($26,477) $5,322,841 Net income 20,790 36,610 57,400 Cash distributions ( 795,529) ( 39,255) ( 834,784) --------- ------ --------- Balance, Dec. 31, 1993 $4,574,579 ($29,122) $4,545,457 Net income (loss) ( 47,630) 26,955 ( 20,675) Cash distributions ( 770,000) ( 40,000) ( 810,000) --------- ------ --------- Balance, Dec. 31, 1994 $3,756,949 ($42,167) $3,714,782 Net income (loss) ( 239,052) $21,532 ( 217,520) Cash distributions ( 515,000) ( 27,000) ( 542,000) --------- ------ --------- Balance, Dec. 31, 1995 $3,002,897 ($47,635) $2,955,262 ========= ====== ========= The accompanying notes are an integral part of these combined financial statements. F-46 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Statements of Cash Flows For the Years Ended December 31, 1995, 1994, and 1993 1995 1994 1993 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($217,520) ($ 20,675) $ 57,400 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 550,384 699,724 843,501 Impairment provision 259,808 - - (Gain) loss on sale of oil and gas properties ( 11,436) ( 4,175) 4,271 (Increase) decrease in accounts receivable ( 12,671) 46,724 17,824 Increase (decrease) in accounts payable 11,408 1,874 ( 30,118) Increase in deferred charge ( 12,223) ( 25,782) ( 24,057) Decrease in gas imbalance payable ( 7,479) ( 1,905) ( 10,490) Increase (decrease) in accrued liability ( 9,902) 2,727 19,954 ------- ------- ------- Net cash provided by operating activities $550,369 $698,512 $878,285 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,563) ($ 21,559) ($ 24,059) Proceeds from sale of oil and gas properties 36,904 1,585 5,830 ------- ------- ------- Net cash provided (used) by investing activities $ 26,341 ($ 19,974) ($ 18,229) ------- ------- ------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($542,000) ($810,000) ($834,784) ------- ------- ------- Net cash used by financing activities ($542,000) ($810,000) ($834,784) ------- ------- ------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 34,710 ($131,462) $ 25,272 F-47 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 124,102 255,564 230,292 ------- ------- ------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $158,812 $124,102 $255,564 ======= ======= ====== The accompanying notes are an integral part of these combined financial statements. F-48 GEODYNE ENERGY INCOME PROGRAM II Notes to Combined Financial Statements For the Years Ended December 31, 1995, 1994, and 1993 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations The Geodyne Energy Income Limited Partnerships (the "Partner- ships") 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 Properties, Inc. is the general partner of each Partnership. Each Partnership is a general partner in the related Geodyne Production Partnership (the "Production Partnership") in which Geodyne Production Company serves as the managing partner. Geodyne Properties, Inc. and Geodyne Production Company are both wholly-owned subsidiaries of Geodyne Resources, Inc. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions. Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14,1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 For purposes of these financial statements, the Partnerships and Production Partnerships are collectively referred to as the "Partnerships" and the general partner and managing partner are collectively referred to as the "General Partner". The General Partner and its affiliates owned the following Units at December 31, 1995: F-49 Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 45,222.0 9.3% II-B 36,166.0 10.0% II-C 15,997.0 10.3% II-D 27,295.5 8.7% II-E 22,900.0 10.0% II-F 15,370.0 9.0% II-G 26,846.0 7.2% II-H 10,767.0 11.7% The Partnerships' sole business is the development and production of oil and natural gas. Substantially all of the Partnerships' natural gas reserves are being sold regionally in 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 the obtaining of transportation services provided by pipelines. Allocation of Costs and Revenues The combination of the allocation provisions in each Partner- ship'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: Before Payout After Payout ------------------ ------------------ General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(1) - ------------------------ Sales commissions, pay- ment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(2) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(2) 5% 95% 15% 85% F-50 Income(1) - ----------------------- Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(2) 5% 95% 15% 85% Gain on sale of produc- ing properties(2) 5% 95% 15% 85% All other income(2) 5% 95% 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 95.9596% to the limited partnership and 4.0404% to the managing partner. The 95.9596% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 95% of such costs and the General Partner is allocated 5% of such costs. (2) If at payout, the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the general partner and managing partner will increase to only 10% and the Limited Partners will decrease to only 90%. Thereafter, if the distribution to Limited Partners reaches an average annual rate of 12% the allocation will change to 15% to the general partner and managing partner and 85% to the Limited Partners. 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-51 Credit Risks Accrued oil and gas sales which are due from a variety of oil and natural gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers. Subsequent to year-end, all oil and gas sales accrued as of December 31, 1995 have been collected. Oil and Gas Properties The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Leasehold impairment for unproved properties is 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 depreciation, depletion, and amortization rates per equivalent barrel of oil produced during the years ended December 31, 1995, 1994, and 1993 were as follows: Partnership 1995 1994 1993 ----------- ----- ----- ----- II-A $4.44 $6.01 $7.48 II-B 5.09 7.22 7.83 II-C 4.45 6.59 6.70 II-D 3.81 6.59 6.29 II-E 6.18 9.94 9.43 II-F 5.29 6.27 7.64 II-G 5.48 6.18 7.91 II-H 5.40 6.56 7.78 F-52 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 difference between asset cost and salvage value is charged or credited to accumulated depreciation. Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal," which is intended to establish more consistent accounting standards for measuring the recoverability of long-lived assets. SFAS No. 121 requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field, rather than for the Partnership's properties as a whole as previously allowed by the Securities and Exchange Commission ("SEC"). SFAS No. 121 provides that if the unamortized costs of oil and gas properties exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. As a result of the Partnerships' adoption of SFAS No. 121, the Partnerships recorded a non-cash charge against earnings (impairment provision) during the fourth quarter of 1995 as follows: Partnership Amount ----------- -------- II-A $994,919 II-B 450,601 II-C 245,324 II-D 370,172 II-E 465,045 II-F 312,270 II-G 839,228 II-H 259,808 F-53 No such charge was recorded for any Partnership during the years ended December 31, 1994 and 1993 pursuant to the Partnerships' prior impairment policy. Impairment provisions do not impact the Partnerships' cash flows from operating activities; however, they do impact the amount of General Partner and Limited Partner capital. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. Accordingly, the II-A and II-D Partnerships have eleven fields, the II-B Partnership has four fields, the II-C Partnership has ten fields, the II-E Partnership has thirteen fields, the II-F and II- G Partnerships have nine fields, and the II-H Partnership has seven fields in which it is reasonably possible that a write-down will be incurred in the near term if gas prices decrease below December 31, 1995 levels. Deferred Charge Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. At December 1995 and 1994, 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: 1995 1994 --------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- --------- ---------- --------- ---------- II-A 1,100,703 $1,169,277 1,025,162 $ 980,772 II-B 189,899 226,303 178,402 173,300 II-C 305,202 259,941 321,380 210,793 II-D 1,069,431 949,227 1,203,887 1,048,947 II-E 370,778 374,745 387,636 438,881 II-F 179,850 119,115 129,721 98,251 II-G 383,282 257,374 275,328 219,078 II-H 91,013 62,062 64,650 49,839 Accrued Liability Accrued liability represents charges accrued for direct operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. At December 31, 1995 and 1994, cumulative total gas sales volumes for overproduced wells exceeded the Partnerships' pro-rata share of total gas production from these wells by the following amounts: F-54 1995 1994 ----------------- ----------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- -------- II-A 342,978 $272,667 416,713 $398,669 II-B 261,201 301,684 380,169 369,296 II-C 194,491 138,658 186,814 122,531 II-D 382,457 285,420 255,521 222,635 II-E 176,074 134,283 159,068 180,097 II-F 47,211 23,330 52,947 40,102 II-G 101,552 50,802 113,537 90,341 II-H 24,489 12,779 29,421 22,681 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 natural gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as income when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in natural 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 income 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. At December 31, 1995 and 1994 total sales exceeded the Partnerships' share of estimated total gas reserves as follows: 1995 1994 ----------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- ---------- II-A 86,302 $164,837 139,711 $217,949 II-B 8,047 15,048 12,446 18,793 II-C 31,689 59,892 68,142 104,939 II-D 60,893 117,523 136,857 208,023 II-E 43,213 84,265 27,487 41,780 II-F 11,986 23,373 27,584 43,583 II-G 25,898 50,501 59,380 94,414 II-H 5,749 11,211 11,681 18,690 These amounts were recorded as gas imbalance payables in accordance with the sales method. F-55 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. 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. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative costs for the years ended December 31, 1995, 1994, and 1993: Partnership 1995 1994 1993 ----------- -------- -------- -------- II-A $509,772 $509,772 $509,772 II-B 380,760 380,757 380,761 II-C 162,756 162,759 162,683 II-D 331,452 331,451 330,685 II-E 240,864 240,864 240,864 II-F 180,420 180,421 180,420 II-G 391,776 391,778 391,788 II-H 96,540 96,358 96,540 F-56 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. The Partnerships sell gas at market prices to Premier Gas Company ("Premier") and other similar gas marketing firms. Such firms may then resell such gas to third parties at market prices. Premier was an affiliate of the Partnerships until December 6, 1995. The following table summarizes the total amount of the Partnerships' sales to Premier during the years ended December 31, 1995, 1994, and 1993: Partnership 1995 1994 1993 ----------- ---------- ---------- ---------- II-A $ 825,515 $1,085,911 $1,063,966 II-B 374,717 595,951 422,202 II-C 225,948 365,980 267,852 II-D 682,346 909,348 707,391 II-E 593,218 618,067 456,173 II-F 367,527 543,786 309,628 II-G 776,211 1,150,665 656,517 II-H 182,878 272,053 155,801 The following table summarizes the amount of the Partnerships' accrued oil and gas sales due from Premier at December 31, 1995 and 1994: Partnership 1995 1994 ----------- -------- -------- II-A $153,461 $107,036 II-B 81,240 64,669 II-C 46,202 41,709 II-D 124,908 121,780 II-E 122,758 90,940 II-F 66,788 61,777 II-G 141,036 130,572 II-H 33,220 30,807 3. MAJOR CUSTOMERS The following table sets forth purchasers who individually accounted for more than ten percent of the Partnerships' combined oil and gas sales for the years ended December 31, 1995, 1994, and 1993: F-57 Partnership Purchaser Percentage - ----------- ------------------------ --------------------- 1995 1994 1993 ----- ----- ----- II-A Premier 17.7% 17.0% 19.5% Hallwood Petroleum, Inc. ("Hallwood") 15.5% 14.4% - % Amoco Production Company ("Amoco") 14.3% 12.9% 15.8% II-B Hallwood 21.0% 18.0% - % Premier 11.7% 12.7% - % Amoco - % - % 11.2% II-C Premier 14.9% 16.0% 14.1% Amoco - % - % 11.8% II-D Premier 17.5% 18.8% 16.2% II-E Premier 25.8% 24.9% 17.7% II-F Premier 18.1% 23.5% 11.7% Texaco Exploration and Production, Inc. ("Texaco") 14.1% - % - % Chevron U.S.A., Inc. ("Chevron") - % - % 19.7% II-G Premier 17.9% 22.5% 11.8% Texaco 13.9% - % - % Chevron - % - % 18.2% II-H Premier 17.5% 22.5% 11.4% Texaco 13.7% - % - % Chevron - % - % 15.6% In the event of interruption of purchases by one or more of these significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Alternative purchasers or transporters may not be readily available. 4. SUPPLEMENTAL OIL AND GAS INFORMATION The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC. F-58 Capitalized Costs The capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 1995 and 1994 were as follows: II-A Partnership --------------- 1995 1994 ------------- ------------- Proved properties $36,017,026 $37,179,981 Unproved properties, not subject to depreciation, depletion, and amortization 461,419 461,419 ---------- ---------- $36,478,445 $37,641,400 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 29,087,633) ( 27,571,424) ---------- ---------- Net oil and gas properties $ 7,390,812 $10,069,976 ========== ========== F-59 II-B Partnership --------------- 1995 1994 ------------- ------------- Proved properties $26,611,424 $27,066,713 Unproved properties, not subject to depreciation, depletion, and amortization 396,985 396,985 ---------- ---------- $27,008,409 $27,463,698 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 21,749,657) ( 20,530,937) ---------- ---------- Net oil and gas properties $ 5,258,752 $ 6,932,761 ========== ========== II-C Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $11,807,787 $11,924,367 Unproved properties, not subject to depreciation, depletion, and amortization 30,441 30,444 ---------- ---------- $11,838,228 $11,954,811 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 9,265,944) ( 8,542,823) ---------- ---------- Net oil and gas properties $ 2,572,284 $ 3,411,988 ========== ========== F-60 II-D Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $22,632,078 $23,473,118 Unproved properties, not subject to depreciation, depletion, and amortization 16 16 ---------- ---------- $22,632,094 $23,473,134 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 17,237,895) ( 16,211,156) ---------- ---------- Net oil and gas properties $ 5,394,199 $ 7,261,978 ========== ========== II-E Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $17,520,680 $18,113,344 Unproved properties, not subject to depreciation, depletion, and amortization 680,978 680,978 ---------- ---------- $18,201,658 $18,794,322 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 12,907,679) ( 11,731,710) ---------- ---------- Net oil and gas properties $ 5,293,979 $ 7,062,612 ========== ========== F-61 II-F Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $13,331,175 $13,951,294 Unproved properties, not subject to depreciation, depletion, and amortization 1,168,905 1,168,905 ---------- ---------- $14,500,080 $15,120,199 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 9,564,025) ( 8,810,379) ---------- ---------- Net oil and gas properties $ 4,936,055 $ 6,309,820 ========== ========== II-G Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $28,899,424 $30,209,795 Unproved properties, not subject to depreciation, depletion, and amortization 2,612,125 2,612,125 ---------- ---------- $31,511,549 $32,821,920 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 20,660,152) ( 18,764,269) ---------- ---------- Net oil and gas properties $10,851,397 $14,057,651 ========== ========== F-62 II-H Partnership ---------------- 1995 1994 ------------- ------------- Proved properties $ 7,097,729 $ 7,417,430 Unproved properties, not subject to depreciation, depletion, and amortization 660,832 660,832 ---------- ---------- $ 7,758,561 $ 8,078,262 Less accumulated depreciation, depletion, amorti- zation, and valua- tion allowance ( 5,134,284) ( 4,628,888) ---------- ---------- Net oil and gas properties $ 2,624,277 $ 3,449,374 ========== ========== Costs Incurred The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during the years ended December 31, 1995, 1994, or 1993. Costs incurred by the Partnerships in connection with their oil and gas property development activities for the years ended December 31, 1995, 1994, and 1993 were as follows: Partnership 1995 1994 1993 ----------- -------- -------- -------- II-A $168,118 $305,300 $215,092 II-B 217,765 203,350 138,546 II-C 77,297 58,552 52,946 II-D 58,694 100,082 178,362 II-E 82,764 44,274 62,161 II-F 18,171 38,920 48,016 II-G 40,899 114,454 101,498 II-H 10,563 21,559 24,059 F-63 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, 1995, 1994, and 1993 were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company Petroleum Engineers, an independent petroleum engineering firm. F-64 II-A Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 979,300 13,090,000 Production (141,868) ( 1,488,837) Sales of minerals in place ( 700) ( 14,000) Revision of previous estimates (141,723) ( 1,085,925) ------- ---------- Proved reserves, Dec. 31, 1993 695,009 10,501,238 Production (150,281) ( 2,226,658) Sales of minerals in place ( 2,147) ( 3,261) Revision of previous estimates 133,406 1,715,644 ------- ---------- Proved reserves, Dec. 31, 1994 675,987 9,986,963 Production (120,420) ( 1,768,316) Sales of minerals in place ( 422) ( 19,550) Extensions and discoveries 11,099 42,427 Revisions of previous estimates 134,010 1,361,551 ------- ---------- Proved reserves, Dec. 31, 1995 700,254 9,603,075 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 694,955 10,500,601 ======= ========== December 31, 1994 675,948 9,816,017 ======= ========== December 31, 1995 700,254 9,603,075 ======= ========== F-65 II-B Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 813,000 9,265,200 Production (106,685) ( 1,329,860) Sales of minerals in place ( 1,000) ( 17,000) Revision of previous estimates (146,634) ( 1,454,245) ------- ---------- Proved reserves, Dec. 31, 1993 558,681 6,464,095 Production (111,099) ( 1,649,869) Sales of minerals in place ( 1,745) ( 19,087) Revision of previous estimates 39,239 1,321,885 ------- ---------- Proved reserves, Dec. 31, 1994 485,076 6,117,024 Production ( 81,304) ( 1,205,296) Sales of minerals in place ( 756) ( 61,925) Extensions and discoveries 13,810 18,726 Revisions of previous estimates 78,699 860,574 ------- ---------- Proved reserves, Dec. 31, 1995 495,525 5,729,103 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 558,671 6,463,486 ======= ========== December 31, 1994 485,076 5,884,070 ======= ========== December 31, 1995 495,525 5,729,103 ======= ========== F-66 II-C Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 324,600 5,466,900 Production ( 32,568) ( 675,399) Sales of minerals in place ( 400) ( - ) Revision of previous estimates ( 39,542) ( 528,066) ------- ---------- Proved reserves, Dec. 31, 1993 252,090 4,263,435 Production ( 34,074) ( 975,652) Sales of minerals in place ( 73) ( 3,673) Revision of previous estimates 2,314 751,118 ------- ---------- Proved reserves, Dec. 31, 1994 220,257 4,035,228 Production ( 26,383) ( 737,277) Sales of minerals in place ( 1,141) ( 5,265) Extensions and discoveries 2,810 9,289 Revisions of previous estimates 10,126 681,340 ------- ---------- Proved reserves, Dec. 31, 1995 205,669 3,983,315 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 252,090 4,263,090 ======= ========== December 31, 1994 220,257 3,935,386 ======= ========== December 31, 1995 205,669 3,983,315 ======= ========== F-67 II-D Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 735,800 11,821,900 Production ( 92,253) ( 1,545,516) Sales of minerals in place - - Revision of previous estimates (247,068) 1,675,748 ------- ---------- Proved reserves, Dec. 31, 1993 396,479 11,952,132 Production ( 93,610) ( 2,000,016) Sales of minerals in place ( 20) ( 13,563) Revision of previous estimates 137,228 1,588,157 ------- ---------- Proved reserves, Dec. 31, 1994 440,077 11,526,710 Production ( 88,913) ( 1,906,303) Sales of minerals in place ( 1,286) ( 13,896) Extensions and discoveries 292 28,447 Revisions of previous estimates 203,408 1,275,502 ------- ---------- Proved reserves, Dec. 31, 1995 553,578 10,910,460 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 396,479 11,952,132 ======= ========== December 31, 1994 440,077 11,526,710 ======= ========== December 31, 1995 553,578 10,910,460 ======= ========== F-68 II-E Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 495,800 7,687,800 Production ( 68,723) ( 752,689) Sales of minerals in place - - Revision of previous estimates (123,903) ( 771,972) ------- ---------- Proved reserves, Dec. 31, 1993 303,174 6,163,139 Production ( 66,656) ( 853,317) Sales of minerals in place ( 94) ( 748) Revision of previous estimates 7,232 559,970 ------- ---------- Proved reserves, Dec. 31, 1994 243,656 5,869,044 Production ( 63,680) ( 937,469) Sales of minerals in place ( 1,574) ( 23,318) Extensions and discoveries 10,194 48,960 Revisions of previous estimates 109,338 1,444,042 ------- ---------- Proved reserves, Dec. 31, 1995 297,934 6,401,259 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 303,173 6,163,123 ======= ========== December 31, 1994 243,656 5,856,457 ======= ========== December 31, 1995 297,934 6,401,259 ======= ========== F-69 II-F Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 518,800 6,783,200 Production ( 61,194) ( 883,094) Sales of minerals in place ( 1,600) ( 3,000) Revision of previous estimates ( 52,800) ( 340,369) ------- ---------- Proved reserves, Dec. 31, 1993 403,206 5,556,737 Production ( 63,723) ( 833,628) Sales of minerals in place ( 264) ( 741) Revision of previous estimates 13,322 ( 33,656) ------- ---------- Proved reserves, Dec. 31, 1994 352,541 4,688,712 Production ( 54,773) ( 845,804) Sales of minerals in place ( 4,031) ( 28,284) Extensions and discoveries 829 108,943 Revisions of previous estimates 60,441 815,149 ------- ---------- Proved reserves, Dec. 31, 1995 355,007 4,738,716 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 402,203 5,556,698 ======= ========== December 31, 1994 352,541 4,657,944 ======= ========== December 31, 1995 355,007 4,738,716 ======= ========== F-70 II-G Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------ Proved reserves, Dec. 31, 1992 1,095,200 15,186,600 Production ( 128,280) ( 1,879,891) Sales of minerals in place ( 3,500) ( 7,000) Revision of previous estimates ( 101,365) ( 1,085,933) --------- ---------- Proved reserves, Dec. 31, 1993 862,055 12,213,776 Production ( 134,034) ( 1,921,696) Sales of minerals in place ( 562) ( 2,026) Revision of previous estimates 14,538 ( 30,956) --------- ---------- Proved reserves, Dec. 31, 1994 741,997 10,259,098 Production ( 115,206) ( 1,832,915) Sales of minerals in place ( 8,413) ( 66,454) Extensions and discoveries 1,737 227,933 Revisions of previous estimates 126,364 1,715,621 --------- ---------- Proved reserves, Dec. 31, 1995 746,479 10,303,283 ========= ========== PROVED DEVELOPED RESERVES: December 31, 1993 862,050 12,213,695 ========= ========== December 31, 1994 741,997 10,194,757 ========= ========== December 31, 1995 746,479 10,303,283 ========= ========== F-71 II-H Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1992 256,100 3,847,000 Production ( 29,861) ( 471,281) Sales of minerals in place ( 900) ( 2,000) Revision of previous estimates ( 26,654) ( 293,205) ------- ---------- Proved reserves, Dec. 31, 1993 198,685 3,080,514 Production ( 31,241) ( 452,661) Sales of minerals in place ( 142) ( 512) Revision of previous estimates 6,580 ( 59,390) ------- ---------- Proved reserves, Dec. 31, 1994 173,882 2,567,951 Production ( 26,870) ( 449,854) Sales of minerals in place ( 2,006) ( 18,719) Extensions and discoveries 401 52,767 Revisions of previous estimates 28,114 401,519 ------- ---------- Proved reserves, Dec. 31, 1995 173,521 2,553,664 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1993 198,684 3,080,495 ======= ========== December 31, 1994 173,882 2,555,068 ======= ========== December 31, 1995 173,521 2,553,664 ======= ========== F-72 Standardized Measure of Discounted Future Net Cash Flows of Proved Oil and Gas Reserves - Unaudited The following tables set forth each of the Partnerships' estimated future net cash flows as of December 31, 1995 relating to proved oil and gas reserves based on the standardized measure as pre- scribed in SFAS No. 69: Partnership ------------------------------ II-A II-B ------------- ------------- Future cash inflows $31,406,635 $20,046,479 Future production and development costs ( 13,349,516) ( 8,252,665) ---------- ---------- Future net cash flows $18,057,119 $11,793,814 10% discount to reflect timing of cash flows ( 5,662,382) ( 3,676,463) ---------- ---------- Standardized measure of discounted future net cash flows $12,394,737 $ 8,117,351 ========== ========== F-73 Partnership ------------------------------ II-C II-D ------------- ------------- Future cash inflows $11,384,094 $31,038,959 Future production and development costs ( 4,543,061) ( 13,158,836) ---------- ---------- Future net cash flows $ 6,841,033 $17,880,123 10% discount to reflect timing of cash flows ( 2,311,483) ( 6,154,226) ---------- ---------- Standardized measure of discounted future net cash flows $ 4,529,550 $11,725,897 ========== ========== Partnership ------------------------------ II-E II-F ------------- ------------- Future cash inflows $17,878,894 $15,674,089 Future production and development costs ( 5,936,666) ( 4,463,134) ---------- ---------- Future net cash flows $11,942,228 $11,210,955 10% discount to reflect timing of cash flows ( 4,528,744) ( 4,508,043) ---------- ---------- Standardized measure of discounted future net cash flows $ 7,413,484 $ 6,702,912 ========== ========== F-74 Partnership ------------------------------ II-G II-H ------------- ------------- Future cash inflows $33,629,734 $ 8,132,254 Future production and development costs ( 9,731,423) ( 2,420,275) ---------- ---------- Future net cash flows $23,898,311 $ 5,711,979 10% discount to reflect timing of cash flows ( 9,590,596) ( 2,286,490) ---------- ---------- Standardized measure of discounted future net cash flows $14,307,715 $ 3,425,489 ========== ========== 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 the reserve estimates reported herein 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. F-75 INDEX TO EXHIBITS ----------------- Number Description - ------ ----------- 4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.1 to Form 8-A filed by each Partnership on the dates shown below and are hereby incorporated by reference. Partnership Filing Date File No. ----------- ------------ -------- II-A November 18, 1987 0-16388 II-B November 19, 1987 0-16405 II-C August 5, 1988 0-16981 II-D August 5, 1988 0-16980 II-E November 17, 1988 0-17320 II-F June 5, 1989 0-17799 II-G June 5, 1989 0-17802 II-H February 20, 1990 0-18305 4.2 The Agreements of Partnership for the following Production Partnerships have been previously filed with the Securities and Exchange Commission as Exhibit 2.2 to Form 8-A filed by the related Partnerships on the dates shown below and are hereby incorporated by reference. Partnership Filing Date ----------- ----------- II-A November 18, 1987 II-B November 19, 1987 II-C August 5, 1988 II-D August 5, 1988 II-E November 17, 1988 II-F June 5, 1989 II-G June 5, 1989 II-H February 20, 1990 4.3 Advisory Agreement dated as of November 24, 1992 between Samson, PaineWebber, Geodyne Resources, Geodyne Properties, Inc., Geodyne Production Company, and Geodyne Energy Company filed as Exhibit 28.3 to Registrant's Current Report on Form 8-K on December 24, 1992 and is hereby incorporated by reference. 4.4 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-A, filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.5 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-B, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.6 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.7 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.8 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.9 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.10 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.11 Second Amendment to Amended and Restated Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 and filed with the Securities and Exchange Commission on August 10, 1993 and is hereby incorporated by reference. 4.12* Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II- E. 4.13* Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II- F. 4.14* Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II- G. 4.15* Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II- H. 23.1* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-A. 23.2* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-B. 23.3* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-C. 23.4* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-D. 23.5* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-E. 23.6* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-F. 23.7* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-G. 23.8* Consent of Ryder Scott Company Petroleum Engineers for Geodyne Energy Income Limited Partnership II-H. 27.1* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-A's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.2* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-B's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.3* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-C's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.4* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-D's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.5* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-E's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.6* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-F's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.7* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-G's financial statements as of December 31, 1995 and for the year ended December 31, 1995. 27.8* Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership II-H's financial statements as of December 31, 1995 and for the year ended December 31, 1995. All other Exhibits are omitted as inapplicable. ---------- * Filed herewith. EX-4.12 2 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E This Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E (the "Partnership") is entered into by and between Geodyne Properties, Inc. ("Properties"), a Delaware corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all Substituted Limited Partners admitted to the Partnership. WHEREAS, on September 27, 1988, Properties and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and WHEREAS, on February 25, 1993, Properties executed and entered into that certain First Amendment to the Agreement of Limited Partnership whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Partnership II-E to "Geodyne Energy Income Limited Partnership II-E, (ii) the address of the Partnership's principal place of business, and (iii) the address for the Partnership's agent for service of process; and WHEREAS, on August 4, 1993, Properties executed and entered into that certain Second Amendment to the Agreement in order to (i) expedite the method of accepting transfers of Unit Holders' Units in the Partnership and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and WHEREAS, Section 11.1 of the Agreement provides that the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders; and WHEREAS, Properties as General Partner desires to amend the Agreement in order to allow transfers of Units facilitated through a matching service to the extent they otherwise comply with Internal Revenue Service transfer regulations applicable to non-permitted transfers for non-publicly traded limited partnerships. NNOW, THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows: I. Section 8.1.A(ii) of the Agreement is hereby deleted. II. The remaining subsections of Section 8.1A shall be renumbered accordingly. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 31st day August, 1995. GEODYNE PROPERTIES, INC. as General Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President Page 1 GEODYNE DEPOSITARY COMPANY, as the Limited Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President GEODYNE PROPERTIES, INC., as Attorney-in-Fact for all Substituted Limited Partners By: //s// Drew S. Phillips -------------------------------- Drew S. Phillips Vice President-Controller Page 2 EX-4.13 3 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F This Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F (the "Partnership") is entered into by and between Geodyne Properties, Inc. ("Properties"), a Delaware corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all Substituted Limited Partners admitted to the Partnership. WHEREAS, on January 5, 1989, Properties and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and WHEREAS, on February 25, 1993, Properties executed and entered into that certain First Amendment to the Agreement of Limited Partnership whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Partnership II-F to "Geodyne Energy Income Limited Partnership II-F, (ii) the address of the Partnership's principal place of business, and (iii) the address for the Partnership's agent for service of process; and WHEREAS, on August 4, 1993, Properties executed and entered into that certain Second Amendment to the Agreement in order to (i) expedite the method of accepting transfers of Unit Holders' Units in the Partnership and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and WHEREAS, Section 11.1 of the Agreement provides that the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders; and WHEREAS, Properties as General Partner desires to amend the Agreement in order to allow transfers of Units facilitated through a matching service to the extent they otherwise comply with Internal Revenue Service transfer regulations applicable to non-permitted transfers for non-publicly traded limited partnerships. NNOW, THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows: I. Section 8.1.A(ii) of the Agreement is hereby deleted. II. The remaining subsections of Section 8.1A shall be renumbered accordingly. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 31st day August, 1995. GEODYNE PROPERTIES, INC. as General Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President Page 1 GEODYNE DEPOSITARY COMPANY, as the Limited Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President GEODYNE PROPERTIES, INC., as Attorney-in-Fact for all Substituted Limited Partners By: //s// Drew S. Phillips ------------------------------- Drew S. Phillips Vice President-Controller Page 2 EX-4.14 4 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G This Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G (the "Partnership") is entered into by and between Geodyne Properties, Inc. ("Properties"), a Delaware corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all Substituted Limited Partners admitted to the Partnership. WHEREAS, on April 10, 1989, Properties and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and WHEREAS, on February 25, 1993, Properties executed and entered into that certain First Amendment to the Agreement of Limited Partnership whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Partnership II-G to "Geodyne Energy Income Limited Partnership II-G, (ii) the address of the Partnership's principal place of business, and (iii) the address for the Partnership's agent for service of process; and WHEREAS, on August 4, 1993, Properties executed and entered into that certain Second Amendment to the Agreement in order to (i) expedite the method of accepting transfers of Unit Holders' Units in the Partnership and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and WHEREAS, Section 11.1 of the Agreement provides that the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders; and WHEREAS, Properties as General Partner desires to amend the Agreement in order to allow transfers of Units facilitated through a matching service to the extent they otherwise comply with Internal Revenue Service transfer regulations applicable to non-permitted transfers for non-publicly traded limited partnerships. NNOW, THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows: I. Section 8.1.A(ii) of the Agreement is hereby deleted. II. The remaining subsections of Section 8.1A shall be renumbered accordingly. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 31st day August, 1995. GEODYNE PROPERTIES, INC. as General Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President Page 1 GEODYNE DEPOSITARY COMPANY, as the Limited Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President GEODYNE PROPERTIES, INC., as Attorney-in-Fact for all Substituted Limited Partners By: //s// Dennis R. Neill ------------------------------ Drew S. Phillips Vice President-Controller Page 2 EX-4.15 5 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H This Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H (the "Partnership") is entered into by and between Geodyne Properties, Inc. ("Properties"), a Delaware corporation, as General Partner, Geodyne Depositary Company ("Depositary"), a Delaware corporation, as the Limited Partner, and all Substituted Limited Partners admitted to the Partnership. WHEREAS, on May 17, 1989, Properties and Depositary executed and entered into that certain Agreement and Certificate of Limited Partnership of the Partnership (the "Agreement"); and WHEREAS, on February 25, 1993, Properties executed and entered into that certain First Amendment to the Agreement of Limited Partnership whereby it changed (i) the name of the Partnership from "PaineWebber/Geodyne Energy Income Partnership II-H to "Geodyne Energy Income Limited Partnership II-H, (ii) the address of the Partnership's principal place of business, and (iii) the address for the Partnership's agent for service of process; and WHEREAS, on August 4, 1993, Properties executed and entered into that certain Second Amendment to the Agreement in order to (i) expedite the method of accepting transfers of Unit Holders' Units in the Partnership and (ii) provide for an optional right of repurchase/redemption which may be exercised by the Unit Holders; and WHEREAS, Section 11.1 of the Agreement provides that the General Partner may, without prior notice or consent of any Unit Holder, amend any provision of this Agreement if, in its opinion, such amendment does not have a material adverse effect upon the Unit Holders; and WHEREAS, Properties as General Partner desires to amend the Agreement in order to allow transfers of Units facilitated through a matching service to the extent they otherwise comply with Internal Revenue Service transfer regulations applicable to non-permitted transfers for non-publicly traded limited partnerships. NNOW, THEREFORE, in consideration of the covenants, conditions and agreements herein contained, the parties hereto hereby agree as follows: I. Section 8.1.A(ii) of the Agreement is hereby deleted. II. The remaining subsections of Section 8.1A shall be renumbered accordingly. IN WITNESS WHEREOF, the parties hereto have hereunto set their hands as of this 31st day August, 1995. GEODYNE PROPERTIES, INC. as General Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President Page 1 GEODYNE DEPOSITARY COMPANY, as the Limited Partner By: //s// Dennis R. Neill -------------------------------- Dennis R. Neill Senior Vice President GEODYNE PROPERTIES, INC., as Attorney-in-Fact for all Substituted Limited Partners By: //s// Dennis R. Neill -------------------------------- Drew S. Phillips Vice President-Controller Page 2 EX-23.1 6 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-A. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.2 7 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-B. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.3 8 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-C. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.4 9 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-D. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.5 10 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-E. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.6 11 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-F. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.7 12 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-G. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-23.8 13 RYDER SCOTT COMPANY - ------------------- PETROLEUM ENGINEERS FAX (713) 651-0849 Telephone (713) 651-9191 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 CONSENT OF PETROLEUM ENGINEERING FIRM We consent to the reference to our name included in this Annual Report on Form 10-K for the year ended December 31, 1995 for Geodyne Energy Income Limited Partnership II-H. RYDER SCOTT COMPANY PETROLEUM ENGINEERS Houston, Texas March 28, 1996 Denver Office: 600 Seventeenth, Suite 900N, Denver, Colorado 80202-5401 Telephone (303) 623-9147 FAX (303) 623-4258 EX-27.1 14
5 0000824894 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 508,024 0 765,075 0 0 1,273,099 36,478,445 29,087,633 9,833,188 377,963 0 0 0 0 9,182,558 9,833,188 4,671,555 4,703,860 0 5,337,791 0 0 0 (633,931) 0 (633,931) 0 0 0 (633,931) (1.48) 0
EX-27.2 15
5 0000826345 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 168,239 0 584,133 0 0 752,372 27,008,409 21,749,657 6,237,427 226,274 0 0 0 0 5,709,469 6,237,427 3,204,794 3,225,623 0 3,986,719 0 0 0 (761,096) 0 (761,096) 0 0 0 (761,096) (2.21) 0
EX-27.3 16
5 0000833054 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 82,353 0 291,365 0 0 373,718 11,838,228 9,265,944 3,205,943 127,185 0 0 0 0 2,940,100 3,205,943 1,519,937 1,540,219 0 1,857,228 0 0 0 (317,009) 0 (317,009) 0 0 0 (317,009) (2.18) 0
EX-27.4 17
5 0000833526 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 317,368 0 630,370 0 0 947,738 22,632,094 17,237,895 7,291,164 264,331 0 0 0 0 6,741,413 7,291,164 3,901,516 3,943,903 0 4,597,479 0 0 0 (653,576) 0 (653,576) 0 0 0 (653,576) (2.22) 0
EX-27.5 18
5 0000842881 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 201,042 0 409,630 0 0 610,672 18,201,658 12,907,679 6,279,396 174,657 0 0 0 0 5,970,456 6,279,396 2,297,409 2,318,471 0 3,588,267 0 0 0 (1,269,796) 0 (1,269,796) 0 0 0 (1,269,796) (5.59) 0
EX-27.6 19
5 0000850506 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 325,816 0 352,473 0 0 678,289 14,500,080 9,564,025 5,733,459 102,721 0 0 0 0 5,607,408 5,733,459 2,028,592 2,065,843 0 2,210,788 0 0 0 (144,945) 0 (144,945) 0 0 0 (144,945) (1.12) 0
EX-27.7 20
5 0000851724 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 661,921 0 748,457 0 0 1,410,378 31,511,549 20,660,152 12,519,149 226,596 0 0 0 0 12,241,751 12,519,149 4,348,087 4,419,804 0 5,039,113 0 0 0 (619,309) 0 (619,309) 0 0 0 (619,309) (1.92) 0
EX-27.8 21
5 0000854062 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H 12-MOS DEC-31-1995 JAN-01-1995 DEC-31-1995 158,812 0 179,505 0 0 338,317 7,758,561 5,134,284 3,024,656 56,615 0 0 0 0 2,955,262 3,024,656 1,042,735 1,058,892 0 1,276,412 0 0 0 (217,520) 0 (217,520) 0 0 0 (217,520) (2.61) 0
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