-----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, BSlvzQrrY2IOMrzpT/iOKhugiMtGKzHNnQt949c7SvDT/AU3HR8pPtYwnY4nXJ9S ZOkKp/fDCJ9GiSeVgtU3JQ== 0000850427-00-000014.txt : 20000216 0000850427-00-000014.hdr.sgml : 20000216 ACCESSION NUMBER: 0000850427-00-000014 CONFORMED SUBMISSION TYPE: 10-K405 PUBLIC DOCUMENT COUNT: 17 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000215 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: SEC FILE NUMBER: 000-16388 FILM NUMBER: 544998 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: SEC FILE NUMBER: 000-16405 FILM NUMBER: 544999 BUSINESS ADDRESS: STREET 1: TWO WEST SECOND STREET STREET 2: SAMSON PLAZA 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: SEC FILE NUMBER: 000-16981 FILM NUMBER: 545000 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: SEC FILE NUMBER: 000-16980 FILM NUMBER: 545001 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: ASSET-BACKED SECURITIES [6189] IRS NUMBER: 731324751 STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K405 SEC ACT: SEC FILE NUMBER: 000-17320 FILM NUMBER: 545002 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: SEC FILE NUMBER: 000-17799 FILM NUMBER: 545003 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: SEC FILE NUMBER: 000-17802 FILM NUMBER: 545004 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: SEC FILE NUMBER: 000-18305 FILM NUMBER: 545005 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 ANNUAL REPORT FORM 10-K405 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 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 ----- ----- -1- Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K405 or any amendment to this Form 10-K405. X Disclosure is not contained herein ----- 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 -2- FORM 10-K405 TABLE OF CONTENTS PART I.......................................................................4 ITEM 1. BUSINESS...................................................4 ITEM 2. PROPERTIES................................................10 ITEM 3. LEGAL PROCEEDINGS.........................................25 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......25 PART II.....................................................................25 ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......25 ITEM 6. SELECTED FINANCIAL DATA...................................28 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.......................37 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK........................................ 65 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............66 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......................66 PART III....................................................................66 ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...66 ITEM 11. EXECUTIVE COMPENSATION....................................67 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ...............................................76 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............77 PART IV.....................................................................78 ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K ............................................. 78 SIGNATURES............................................................84 -3- PART I. ITEM 1. BUSINESS General The Geodyne Energy Income Limited Partnership II-A (the "II-A Partnership"), Geodyne Energy Income Limited Partnership II-B (the "II-B Partnership"), Geodyne Energy Income Limited Partnership II-C (the "II-C Partnership"), Geodyne Energy Income Limited Partnership II-D (the "II-D Partnership"), Geodyne Energy Income Limited Partnership II-E (the "II-E Partnership"), Geodyne Energy Income Limited Partnership II-F (the "II-F Partnership"), Geodyne Energy Income Limited Partnership II-G (the "II-G Partnership"), and Geodyne Energy Income Limited Partnership II-H (the "II-H Partnership") (collectively, the "Partnerships") are limited partnerships formed under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is composed of Geodyne Resources, Inc. ("Geodyne"), a Delaware corporation, as the general partner, and Geodyne Depositary Company, a Delaware corporation, as the sole initial limited partner and public investors as substitute limited partners (the "Limited Partners"). The Partnerships commenced operations on the dates set forth below. Date of Partnership Activation ----------- ----------------- II-A July 22, 1987 II-B October 14, 1987 II-C January 14, 1988 II-D May 10, 1988 II-E September 27, 1988 II-F January 5, 1989 II-G April 10, 1989 II-H May 17, 1989 Immediately following activation, each Partnership invested as a general partner in a separate Oklahoma general partnership which actually conducts the Partnerships' operations. Geodyne serves as managing partner of such general partnerships. Unless the context indicates otherwise, all references to any single Partnership or all of the Partnerships in this Annual Report on Form 10-K405 (the "Annual Report") are references to the Partnership and its related general partnership, collectively. In addition, unless the context indicates otherwise, all references to the "General Partner" in this Annual Report are references to Geodyne as the general partner of the limited partnerships and as the managing partner of the related general partnerships. -4- The General Partner currently serves as general partner of 26 limited partnerships including the Partnerships. The General Partner is a wholly-owned subsidiary of Samson Investment Company. Samson Investment Company and its various corporate subsidiaries, including the General Partner (collectively "Samson"), are primarily engaged in the production and development of and exploration for oil and gas reserves and the acquisition and operation of producing properties. At December 31, 1999, Samson owned interests in approximately 14,000 oil and gas wells located in 17 states of the United States and the countries of Canada, Venezuela, and Russia. At December 31, 1999, Samson operated approximately 3,400 oil and gas wells located in 15 states of the United States, as well as 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 Samson. As of February 15, 2000, Samson employed approximately 920 persons. No employees are covered by collective bargaining agreements, and management believes that Samson provides a sound employee relations environment. For information regarding the executive officers of the General Partner, see "Item 10. Directors and Executive Officers of the General Partner." The General Partner's and the Partnerships' principal place of business is located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and their telephone number is (918) 583-1791, or (888) 436-3963 [(888) GEODYNE]. Pursuant to the terms of the partnership agreements for the Partnerships (the "Partnership Agreements") the Partnerships will terminate on December 31, 2001. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report, the General Partner has not determined whether to extend the term of any Partnership. 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. -5- Principal Products Produced and Services Rendered The Partnerships' sole business is the production of, and related incidental development of, oil and gas. The Partnerships do not refine or otherwise process crude oil and condensate. The Partnerships do not hold any patents, trademarks, licenses, or concessions and are not a party to any government contracts. The Partnerships have no backlog of orders and do not participate in research and development activities. The Partnerships are not presently encountering shortages of oilfield tubular goods, compressors, production material, or other equipment. Competition and Marketing The domestic oil and gas industry is highly competitive, with a large number of companies and individuals engaged in the exploration and development of oil and gas properties. 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), United Nations export embargoes, the supply and price of foreign imports of oil and gas, the level of consumer product demand (which can be heavily influenced by weather patterns), government regulations and taxes, the price and availability of alternative fuels, the overall economic environment, and the availability and capacity of transportation and processing facilities. The effect of these factors on future oil and gas industry trends cannot be accurately predicted or anticipated. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is not possible. Concerning past trends, average yearly wellhead gas prices in the United States have been volatile for many years. Over the past ten years such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas prices are currently in the upper end of this range. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas increased from approximately $2.03 per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December 31, 1999. 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. -6- For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past two years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. However, production curtailment agreements among major oil producing nations have caused recent oil prices to climb to over $24.00 per barrel in some markets. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $9.50 per barrel at December 31, 1998 to approximately $22.75 per barrel at December 31, 1999. Future prices for both oil and gas will likely be different from the prices in effect on December 31, 1999. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. Significant Customers The following customers accounted for ten percent or more of the Partnerships' oil and gas sales during the year ended December 31, 1999: -7- Partnership Purchaser Percentage - ----------- ---------------------------------- ---------- II-A El Paso Energy Marketing Company ("El Paso") 29.3% Amoco Production Company 16.3% II-B El Paso 37.6% Hallwood Petroleum, Inc. 13.6% II-C El Paso 35.4% II-D El Paso 27.6% Vintage Petroleum Inc. 10.7% II-E El Paso 46.3% II-F El Paso 23.7% Chevron U.S.A. Inc. ("Chevron") 10.4% Texaco Exploration and Production, Inc. ("Texaco") 10.0% II-G El Paso 23.5% Chevron 10.3% Texaco 10.1% II-H El Paso 23.3% Texaco 10.2% In the event of interruption of purchases by one or more of the Partnerships' significant customers or the cessation or material change in availability of open access transportation by the Partnerships' pipeline transporters, the Partnerships may encounter difficulty in marketing their gas and in maintaining historic sales levels. Management does not expect any of its open access transporters to seek authorization to terminate their transportation services. Even if the services were terminated, management believes that alternatives would be available whereby the Partnerships would be able to continue to market their gas. The Partnerships' principal customers for crude oil production are refiners and other companies which have pipeline facilities near the producing properties of the Partnerships. In the event pipeline facilities are not conveniently available to production areas, crude oil is usually trucked by purchasers to storage facilities. -8- Oil, Gas, and Environmental Control Regulations Regulation of Production Operations -- The production of oil and gas is subject to extensive federal and state laws and regulations governing a wide variety of matters, including the drilling and spacing of wells, allowable rates of production, prevention of waste and pollution, and protection of the environment. In addition to the direct costs borne in complying with such regulations, operations and revenues may be impacted to the extent that certain regulations limit oil and gas production to below economic levels. Regulation of Sales and Transportation of Oil and Gas -- Sales of crude oil and condensate are made by the Partnerships at market prices and are not subject to price controls. The sale of gas may be subject to both federal and state laws and regulations. The provisions of these laws and regulations are complex and affect all who produce, resell, transport, or purchase gas, including the Partnerships. Although virtually all of the Partnerships' gas production is not subject to price regulation, other regulations affect the availability of gas transportation services and the ability of gas consumers to continue to purchase or use gas at current levels. Accordingly, such regulations may have a material effect on the Partnerships' operations and projections of future oil and gas production and revenues. Future Legislation -- Legislation affecting the oil and gas industry is under constant review for amendment or expansion. Because such laws and regulations are frequently amended or reinterpreted, management is unable to predict what additional energy legislation may be proposed or enacted or the future cost and impact of complying with existing or future regulations. Regulation of the Environment -- The Partnerships' operations are subject to numerous laws and regulations governing the discharge of materials into the environment or otherwise relating to environmental protection. Compliance with such laws and regulations, together with any penalties resulting from noncompliance, may increase the cost of the Partnerships' operations or may affect the Partnerships' ability to timely complete existing or future activities. Management anticipates that various local, state, and federal environmental control agencies will have an increasing impact on oil and gas operations. -9- 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 condition and results of operations. ITEM 2. PROPERTIES Well Statistics The following table sets forth the number of productive wells of the Partnerships as of December 31, 1999. Well Statistics(1) As of December 31, 1999 Number of Gross Wells(2) Number of Net Wells(3) ---------------------------- --------------------------------- P/ship Total Oil Gas N/A(4) Total Oil Gas N/A(4) - ------ ----- --- --- ------- ----- ----- ----- ------ II-A 1,027 752 274 1 43.44 29.57 13.86 .01 II-B 194 113 80 1 23.04 15.21 7.82 .01 II-C 264 103 161 - 8.10 2.58 5.52 - II-D 201 79 122 - 22.86 4.13 18.73 - II-E 976 749 227 - 11.45 4.55 6.90 - II-F 996 781 215 - 12.23 6.47 5.76 - II-G 996 779 217 - 26.33 13.70 12.63 - II-H 996 781 215 - 6.40 3.33 3.07 - - --------------- (1) The designation of a well as an oil well or gas well is made by the General Partner based on the relative amount of oil and gas reserves for the well. Regardless of a well's oil or gas designation, it may produce oil, gas, or both oil and gas. (2) As used in this Annual Report, "gross well" refers to a well in which a working interest is owned; accordingly, the number of gross wells is the total number of wells in which a working interest is owned. (3) As used in this Annual Report, "net well" refers to the sum of the fractional working interests owned in gross wells. For example, a 15% working interest in a well represents one gross well, but 0.15 net well. (4) Wells which have not been designated as oil or gas. -10- Drilling Activities During the year ended December 31, 1999, the Partnerships participated in the drilling activities described below. Revenue P/ship Well Name County St. Interest Type Status - ------ --------- ------ ---- -------- ---- ------ II-A Flynn No.1-18 Grady OK .00012 Gas Unknown II-E JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress Coltharp No.3-51 Wheeler TX .00026 Gas Producing Blankenship No.2 Texas OK .00821 Gas Producing Wolfe No.5 Winkler TX .00205 Gas Producing II-F Joe No.1-25 Caddo OK .00382 Gas Unknown JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress Coltharp No.3-51 Wheeler TX .00064 Gas Producing Blankenship No.2 Texas OK .02008 Gas Producing Wolfe No.5 Winkler TX .00503 Gas Producing II-G Joe No.1-25 Caddo OK .00828 Gas Unknown JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress Coltharp No.3-51 Wheeler TX .00135 Gas Producing Blankenship No.2 Texas OK .04200 Gas Producing Wolfe No.5 Winkler TX .01052 Gas Producing II-H Joe No.1-25 Caddo OK .00204 Gas Unknown JF Daberry No.5-1 Wheeler TX Unknown Gas In Progress Coltharp No.3-51 Wheeler TX .00031 Gas Producing Blankenship No.2 Texas OK .00971 Gas Producing Wolfe No.5 Winkler TX .00243 Gas Producing The II-E, II-F, II-G, and II-H Partnerships directly participated in the Wolfe No. 5 well described above through ownership of .00246, .00602, .01259, and .00291 working interests, respectively. The listed Partnerships indirectly participated in the other wells through ownership of overriding royalty or other non-working interests. Oil and Gas Production, Revenue, and Price History The following tables set forth certain historical information concerning the oil (including condensates) and gas production, net of all royalties, overriding royalties, and other third party interests, of the Partnerships, revenues attributable to such production, and certain price and cost information. As used in the tables, direct operating expenses include lease operating expenses and production taxes. In addition, gas production is converted to oil equivalents at the rate of six Mcf per barrel, representing the estimated relative energy content of gas and oil, which rate is not necessarily indicative of the relationship of oil and gas prices. The respective prices of oil -11- and gas are affected by market and other factors in addition to relative energy content. Net Production Data II-A Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 84,033 86,428 105,866 Gas (Mcf) 1,149,550 1,433,552 1,505,818 Oil and gas sales: Oil $1,365,308 $1,070,099 $1,995,185 Gas 2,397,623 2,841,724 3,436,560 --------- --------- --------- Total $3,762,931 $3,911,823 $5,431,745 ========= ========= ========= Total direct operating expenses $1,297,760 $1,772,997 $1,888,421 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 34.5% 45.3% 34.8% Average sales price: Per barrel of oil $16.25 $12.38 $18.85 Per Mcf of gas 2.09 1.98 2.28 Direct operating expenses per equivalent Bbl of oil $ 4.71 $ 5.45 $ 5.29 -12- Net Production Data II-B Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 56,749 53,095 67,591 Gas (Mcf) 870,203 904,066 1,047,458 Oil and gas sales: Oil $ 918,317 $ 713,020 $1,292,911 Gas 1,775,400 1,779,023 2,523,358 --------- --------- --------- Total $2,693,717 $2,492,043 $3,816,269 ========= ========= ========= Total direct operating expenses $ 960,136 $1,092,499 $1,314,450 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 35.6% 43.8% 34.4% Average sales price: Per barrel of oil $16.18 $13.43 $19.13 Per Mcf of gas 2.04 1.97 2.41 Direct operating expenses per equivalent Bbl of oil $ 4.76 $ 5.36 $ 5.43 -13- Net Production Data II-C Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 17,691 16,806 22,753 Gas (Mcf) 500,545 478,643 582,748 Oil and gas sales: Oil $ 295,047 $ 224,072 $ 433,286 Gas 1,001,421 912,402 1,363,371 --------- --------- --------- Total $1,296,468 $1,136,474 $1,796,657 ========= ========= ========= Total direct operating expenses $ 440,322 $ 427,109 $ 527,821 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 34.0% 37.6% 29.4% Average sales price: Per barrel of oil $16.68 $13.33 $19.04 Per Mcf of gas 2.00 1.91 2.34 Direct operating expenses per equivalent Bbl of oil $ 4.35 $ 4.42 $ 4.40 -14- Net Production Data II-D Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 33,890 37,733 50,413 Gas (Mcf) 1,010,194 1,034,372 1,501,911 Oil and gas sales: Oil $ 556,917 $ 477,184 $ 941,767 Gas 2,041,699 1,933,867 3,372,387 --------- --------- --------- Total $2,598,616 $2,411,051 $4,314,154 ========= ========= ========= Total direct operating expenses $1,106,783 $ 945,971 $1,657,087 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 42.6% 39.2% 38.4% Average sales price: Per barrel of oil $16.43 $12.65 $18.68 Per Mcf of gas 2.02 1.87 2.25 Direct operating expenses per equivalent Bbl of oil $ 5.47 $ 4.50 $ 5.51 -15- Net Production Data II-E Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 32,352 37,508 42,668 Gas (Mcf) 624,562 647,841 783,379 Oil and gas sales: Oil $ 565,758 $ 499,076 $ 814,761 Gas 1,244,967 1,205,387 1,801,242 --------- --------- --------- Total $1,810,725 $1,704,463 $2,616,003 ========= ========= ========= Total direct operating expenses $ 557,889 $ 672,490 $ 909,321 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 30.8% 39.5% 34.8% Average sales price: Per barrel of oil $17.49 $13.31 $19.10 Per Mcf of gas 1.99 1.86 2.30 Direct operating expenses per equivalent Bbl of oil $ 4.09 $ 4.62 $ 5.25 -16- Net Production Data II-F Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 34,859 36,915 45,014 Gas (Mcf) 569,382 516,917 586,444 Oil and gas sales: Oil $ 579,956 $ 491,647 $ 839,925 Gas 1,085,380 953,155 1,351,464 --------- --------- --------- Total $1,665,336 $1,444,802 $2,191,389 ========= ========= ========= Total direct operating expenses $ 451,347 $ 398,414 $ 546,465 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 27.1% 27.6% 24.9% Average sales price: Per barrel of oil $16.64 $13.32 $18.66 Per Mcf of gas 1.91 1.84 2.30 Direct operating expenses per equivalent Bbl of oil $ 3.48 $ 3.24 $ 3.83 -17- Net Production Data II-G Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 73,361 77,421 94,553 Gas (Mcf) 1,210,210 1,105,661 1,256,464 Oil and gas sales: Oil $1,216,334 $1,030,974 $1,764,599 Gas 2,311,265 2,041,481 2,905,646 --------- --------- --------- Total $3,527,599 $3,072,455 $4,670,245 ========= ========= ========= Total direct operating expenses $ 965,229 $ 852,699 $1,185,722 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 27.4% 27.8% 25.4% Average sales price: Per barrel of oil $16.58 $13.32 $18.66 Per Mcf of gas 1.91 1.85 2.31 Direct operating expenses per equivalent Bbl of oil $ 3.51 $ 3.26 $ 3.90 -18- Net Production Data II-H Partnership ---------------- Year Ended December 31, ---------------------------------------- 1999 1998 1997 ---------- ---------- ---------- Production: Oil (Bbls) 17,055 17,978 21,998 Gas (Mcf) 287,724 266,337 304,593 Oil and gas sales: Oil $ 283,407 $ 239,450 $ 410,718 Gas 553,520 494,163 709,016 --------- --------- --------- Total $ 836,927 $ 733,613 $1,119,734 ========= ========= ========= Total direct operating expenses $ 232,658 $ 205,463 $ 290,042 ========= ========= ========= Direct operating expenses as a percentage of oil and gas sales 27.8% 28.0% 25.9% Average sales price: Per barrel of oil $16.62 $13.32 $18.67 Per Mcf of gas 1.92 1.86 2.33 Direct operating expenses per equivalent Bbl of oil $ 3.58 $ 3.29 $ 3.99 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, 1999. The schedule of quantities of proved oil and gas reserves was prepared by the General Partner in accordance with the rules prescribed by the Securities and Exchange Commission (the "SEC"). Certain reserve information was reviewed by Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering firm. As used throughout this Annual Report, "proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. 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 -19- 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, 1999. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The relatively high oil prices at December 31, 1999 have caused the estimates of remaining economically recoverable oil reserves, as well as the value placed on said reserves, to be significantly higher than in the past several years. Any decrease in these high oil prices would result in a corresponding reduction in the estimate of remaining oil reserves. 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, 1999. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at December 31, 1999 will actually be realized for such production, and the General Partner believes that it is unlikely that oil prices will remain at their current high level. The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the near future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. Proved Reserves and Net Present Values From Proved Reserves As of December 31, 1999(1) II-A Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 7,047,401 Oil and liquids (Bbls) 730,031 Net present value (discounted at 10% per annum) $12,570,212 -20- II-B Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 5,273,295 Oil and liquids (Bbls) 451,787 Net present value (discounted at 10% per annum) $ 9,380,339 II-C Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,606,449 Oil and liquids (Bbls) 187,281 Net present value (discounted at 10% per annum) $ 5,068,834 II-D Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 8,486,921 Oil and liquids (Bbls) 537,111 Net present value (discounted at 10% per annum) $11,127,128 II-E Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 4,088,078 Oil and liquids (Bbls) 257,061 Net present value (discounted at 10% per annum) $ 6,281,741 II-F Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 3,215,124 Oil and liquids (Bbls) 288,716 Net present value (discounted at 10% per annum) $ 5,810,439 II-G Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 6,898,144 Oil and liquids (Bbls) 607,214 Net present value (discounted at 10% per annum) $12,324,573 -21- II-H Partnership: - ---------------- Estimated proved reserves: Gas (Mcf) 1,673,358 Oil and liquids (Bbls) 142,155 Net present value (discounted at 10% per annum) $ 2,931,254 - ---------- (1) Includes certain gas balancing adjustments which cause the gas volumes and net present values to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott. No estimates of the proved reserves of the Partnerships comparable to those included herein have been included in reports to any federal agency other than the SEC. Additional information relating to the Partnerships' proved reserves is contained in Note 4 to the Partnerships' financial statements, included in Item 8 of this Annual Report. Significant Properties The following tables set forth certain well and reserve information as of December 31, 1999 for the basins in which the Partnerships own a significant amount of properties. The tables contain the following information for each significant basin: (i) the number of gross wells and net wells, (ii) the number of wells in which only a non-working interest is owned, (iii) the Partnership's total number of wells, (iv) the number and percentage of wells operated by the Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated proved gas reserves, and (vii) the present value (discounted at 10% per annum) of estimated future net cash flow. The Anadarko Basin is located in western Oklahoma and the Texas panhandle, while the Southern Oklahoma Folded Belt Basin is located in southern Oklahoma. The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while the Permian Basin straddles west Texas and southeast New Mexico. The Sacramento Basin is located in central California. -22- Significant Properties as of December 31, 1999 ----------------------------------------------
Wells Operated by Affiliates Oil Gas Gross Net Other Total ------------- Reserves Reserves Present Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value - ------------------ ------ ------- -------- ------ ------ ---- -------- ---------- ---------- II-A Partnership: Anadarko 113 7.44 37 150 33 22% 60,739 3,895,953 $4,481,280 Gulf Coast 258 11.61 - 258 - -% 158,889 779,865 2,165,848 Permian 484 4.21 9 493 9 2% 178,784 910,677 1,691,951 Southern Okla. Folded Belt 14 2.15 13 27 12 44% 55,848 720,673 1,505,911 II-B Partnership: Anadarko 36 3.60 3 39 12 31% 26,596 2,535,144 $2,682,777 Southern Okla. Folded Belt 13 3.53 - 13 12 92% 90,831 1,067,914 2,316,006 Uinta 10 1.01 3 13 - -% 178,035 292,322 1,876,068 Permian 12 1.52 - 12 9 75% 14,363 799,175 876,124 Gulf Coast 22 .69 1 23 - -% 26,392 486,624 866,743 II-C Partnership: Anadarko 78 3.62 9 87 19 22% 20,712 1,888,778 $1,878,509 Southern Okla. Folded Belt 16 1.62 - 16 15 94% 39,309 665,954 1,171,408 Uinta 10 .43 3 13 - -% 76,295 131,999 812,027 Permian 16 .76 1 17 9 53% 8,004 390,252 431,358 II-D Partnership: Anadarko 50 6.53 6 56 9 16% 25,969 2,628,193 $2,812,938 Sacramento 34 5.64 - 34 - -% - 2,127,566 2,141,972 Williston 74 2.50 1 75 - -% 353,401 237,071 1,864,907 Gulf Coast 11 1.61 1 12 8 67% 60,365 679,197 1,256,253 Permian 8 1.84 2 10 4 40% 20,353 890,418 906,861 - -------------------------- (1) Wells in which only a non-working (e.g. royalty) interest is owned.
-23- Significant Properties as of December 31, 1999 ----------------------------------------------
Wells Operated by Affiliates Oil Gas Gross Net Other Total ------------- Reserves Reserves Present Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value - ------------------ ------ ------- -------- ------ ------ ---- -------- ---------- ---------- II-E Partnership: Permian 833 4.24 1,506 2,339 7 -% 101,913 1,041,536 $1,919,071 Anadarko 32 1.89 17 49 16 33% 4,666 1,658,705 1,721,825 Gulf Coast 41 2.61 3 44 8 18% 95,256 288,058 1,174,057 Southern Okla. Folded Belt 10 .50 - 10 1 10% 16,071 775,283 986,802 II-F Partnership: Permian 829 7.52 1,505 2,334 3 -% 247,727 1,174,863 $3,522,289 Anadarko 60 2.08 15 75 17 23% 6,522 1,438,427 1,526,983 Southern Okla. Folded Belt 24 1.78 2 26 21 81% 15,055 460,762 490,401 II-G Partnership: Permian 829 15.74 1,505 2,334 3 -% 517,673 2,455,294 $7,361,469 Anadarko 60 4.41 15 75 17 23% 14,033 3,048,892 3,235,200 Southern Okla. Folded Belt 24 4.04 2 26 21 81% 34,115 1,043,743 1,111,676 II-H Partnership: Permian 829 3.64 1,505 2,334 3 -% 119,804 569,167 $1,704,818 Anadarko 60 1.05 15 75 17 23% 3,405 723,303 767,695 Southern Okla. Folded Belt 24 1.06 2 26 21 81% 9,012 275,705 294,005 - ---------------------- (1) Wells in which only a non-working (e.g. royalty) interest is owned.
-24- Title to Oil and Gas Properties Management believes that the Partnerships have satisfactory title to their oil and gas properties. Record title to all of the Partnerships' properties is held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of the General Partner. Title to the Partnerships' properties is subject to customary royalty, overriding royalty, carried, working, and other similar interests and contractual arrangements customary in the oil and gas industry, to liens for current taxes not yet due, and to other encumbrances. Management believes that such burdens do not materially detract from the value of such properties or from the Partnerships' interest therein or materially interfere with their use in the operation of the Partnerships' business. ITEM 3. LEGAL PROCEEDINGS To the knowledge of the General Partner, neither the General Partner nor the Partnerships or their properties are subject to any litigation, the results of which would have a material effect on the Partnerships' or the General Partner's financial condition or operations. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS There were no matters submitted to a vote of the Limited Partners of any Partnership during 1999. PART II. ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS As of February 1, 2000, the number of Units outstanding and the approximate number of Limited Partners of record in the Partnerships were as follows: Number of Numbers of Partnership Units Limited Partners ----------- ---------- ---------------- II-A 484,283 3,852 II-B 361,719 2,464 II-C 154,621 1,293 II-D 314,878 2,695 II-E 228,821 2,047 II-F 171,400 1,599 II-G 372,189 2,386 II-H 91,711 1,154 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 -25- between unrelated parties, some of which are facilitated by secondary trading firms and matching services. In addition, as further described below, the General Partner is aware of certain "4.9% tender offers" which have been made for the Units. The General Partner believes that the transfers between unrelated parties have been limited and sporadic in number and volume. Other than trades facilitated by certain secondary trading firms and matching services, no organized trading market for Units exists and none is expected to develop. Due to the nature of these transactions, the General Partner has no verifiable information regarding prices at which Units have been transferred. Further, a transferee may not become a substitute Limited Partner without the consent of the General Partner. Pursuant to the terms of the Partnership Agreements, the General Partner is obligated to annually issue a repurchase offer which is based on the estimated future net revenues from the Partnerships' reserves and is calculated pursuant to the terms of the Partnership Agreements. Such repurchase offer is recalculated monthly in order to reflect cash distributions to the Limited Partners and extraordinary events. The following table sets forth the General Partner's repurchase offer per Unit as of the periods indicated. For purposes of this Annual Report, a Unit represents an initial subscription of $100 to the Partnership. Repurchase Offer Prices ----------------------- 1998 1999 2000 ------------------------ ------------------------ ---- 1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. - ------ ---- ---- ---- ---- ---- ---- ---- ---- ---- II-A $12 $18 $17 $12 $12 $12 $13 $12 $11 II-B 11 20 21 12 12 12 12 11 10 II-C 14 25 25 17 17 16 16 15 14 II-D 15 27 27 17 17 16 17 16 15 II-E 14 40 43 16 15 15 15 15 13 II-F 16 25 20 19 18 17 20 19 17 II-G 16 24 20 19 18 17 20 19 17 II-H 16 24 19 19 18 17 20 18 17 In addition to this repurchase offer, some of the Partnerships have been subject to "4.9% tender offers" from several third parties since 1997. The General Partner does not know the terms of these offers or the prices received by the Limited Partners who accepted these offers. Cash Distributions Cash distributions are primarily dependent upon a Partnership's cash receipts from the sale of oil and gas production and cash requirements of the Partnership. Distributable cash is determined by the General Partner at the end of each calendar quarter and distributed to the Limited Partners within 45 days after the end of -26- the quarter. Distributions are restricted to cash on hand less amounts required to be retained out of such cash as determined in the sole judgment of the General Partner to pay costs, expenses, or other Partnership obligations whether accrued or anticipated to accrue. In certain instances, the General Partner may not distribute the full amount of cash receipts which might otherwise be available for distribution in an effort to equalize or stabilize the amounts of quarterly distributions. Any available amounts not distributed are invested and the interest or income thereon is for the accounts of the Limited Partners. The following is a summary of cash distributions paid to the Limited Partners during 1998 and 1999 and the first quarter of 2000. Cash Distributions ------------------ 1998 -------------------------------------------------- 1st 2nd 3rd 4th P/ship Qtr.(1) Qtr.(1) Qtr.(2) Qtr.(3) - ------ -------- ---------- ---------- ---------- II-A $1.43 $2.15 $1.41 $ 4.81 II-B 1.71 1.26 .88 8.07 II-C 2.17 3.27 1.01 8.28 II-D 3.33 3.41 1.16 10.19 II-E 2.21 1.13 2.01 26.86 II-F 4.18 2.39 4.71 1.06 II-G 4.05 2.32 4.54 1.03 II-H 3.83 2.21 4.24 .98 1999 2000 --------------------------------------------------- --------- 1st 2nd 3rd 4th 1st P/ship Qtr. Qtr. Qtr. Qtr. Qtr. - ------ -------- ---------- ---------- ---------- --------- II-A $ .19 $ .25 $ .99 $ 1.19 $1.25 II-B .24 .39 .40 1.15 .97 II-C .21 .54 .54 1.24 1.20 II-D .54 .42 .67 .97 1.41 II-E 1.03 .50 .94 1.08 1.25 II-F .87 .95 1.04 1.39 1.54 II-G .87 .92 1.12 1.33 1.57 II-H .85 .86 1.04 1.31 1.41 - ----------------------- (1) Amount of cash distribution includes proceeds from the sale of certain oil and gas properties. (2) Amount of cash distribution for the II-A, II-E, II-F, II-G, and II-H Partnerships includes proceeds from the sale of certain oil and gas properties. (3) Amount of cash distribution for the II-A, II-B, II-C, II-D, and II-E Partnerships includes proceeds from the settlement of a lawsuit. -27- 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." -28- Selected Financial Data II-A Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $3,762,931 $3,911,823 $5,431,745 $5,832,874 $ 4,671,555 Net Income (Loss): Limited Partners 1,421,826 2,863,628 1,577,370 2,043,339 ( 715,678) General Partner 99,132 188,400 141,030 156,483 81,747 Total 1,520,958 3,052,028 1,718,400 2,199,822 ( 633,931) Limited Partners' Net Income (Loss) per Unit 2.94 5.91 3.26 4.22 ( 1.48) Limited Partners' Cash Distributions per Unit 2.62 9.80(1) 6.54 5.37 3.83 Total Assets 5,700,712 5,530,544 7,495,013 9,068,387 9,833,188 Partners' Capital (Deficit): Limited Partners 5,622,715 5,469,889 7,350,261 8,937,891 9,494,552 General Partner ( 380,195) ( 417,336) ( 387,587) ( 342,481) ( 311,994) Number of Units Outstanding 484,283 484,283 484,283 484,283 484,283 - ------------------ (1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
-29- Selected Financial Data II-B Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $2,693,717 $2,492,043 $3,816,269 $4,179,527 $3,204,794 Net Income (Loss): Limited Partners 937,258 3,160,422 1,095,312 1,329,755 ( 798,537) General Partner 63,070 186,085 99,884 113,834 37,441 Total 1,000,328 3,346,507 1,195,196 1,443,589 ( 761,096) Limited Partners' Net Income (Loss) per Unit 2.59 8.74 3.03 3.68 ( 2.21) Limited Partners' Cash Distributions per Unit 2.18 11.92(1) 6.03 4.79 3.21 Total Assets 3,374,612 3,185,016 4,414,695 5,579,977 6,237,427 Partners' Capital (Deficit): Limited Partners 3,456,654 3,309,396 4,464,974 5,552,662 5,955,907 General Partner ( 290,773) ( 320,234) ( 305,223) ( 265,183) ( 246,438) Number of Units Outstanding 361,719 361,719 361,719 361,719 361,719 - ----------------------- (1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
-30- Selected Financial Data II-C Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $1,296,468 $1,136,474 $1,796,657 $1,925,940 $1,519,937 Net Income (Loss): Limited Partners 435,619 1,583,504 853,383 707,991 ( 337,547) General Partner 65,752 95,091 57,028 53,569 20,538 Total 501,371 1,678,595 910,411 761,560 ( 317,009) Limited Partners' Net Income (Loss) per Unit 2.82 10.24 5.52 4.58 ( 2.18) Limited Partners' Cash Distributions per Unit 2.53 14.73(1) 8.43 5.43 4.63 Total Assets 1,804,785 1,759,734 2,440,315 2,941,348 3,205,943 Partners' Capital (Deficit): Limited Partners 1,811,212 1,765,593 2,458,089 2,907,706 3,039,715 General Partner ( 119,145) ( 133,264) ( 123,277) ( 115,619) ( 99,615) Number of Units Outstanding 154,621 154,621 154,621 154,621 154,621 - ---------------------- (1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
-31- Selected Financial Data II-D Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $2,598,616 $2,411,051 $4,314,154 $4,329,102 $3,901,516 Net Income (Loss): Limited Partners 640,655 3,942,172 1,796,378 1,270,858 ( 697,631) General Partner 106,047 225,825 127,204 99,743 44,055 Total 746,702 4,167,997 1,923,582 1,370,601 ( 653,576) Limited Partners' Net Income (Loss) per Unit 2.03 12.52 5.70 4.04 ( 2.22) Limited Partners' Cash Distributions per Unit 2.60 18.09(1) 9.04 4.85 4.69 Total Assets 3,740,589 3,994,909 5,780,264 6,953,850 7,291,164 Partners' Capital (Deficit): Limited Partners 3,639,949 3,818,294 5,572,122 6,627,744 6,884,886 General Partner ( 236,260) ( 247,182) ( 224,003) ( 218,956) ( 143,473) Number of Units Outstanding 314,878 314,878 314,878 314,878 314,878 - ------------------------ (1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
-32- Selected Financial Data II-E Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $1,810,725 $1,704,463 $2,616,003 $2,693,317 $2,297,409 Net Income (Loss): Limited Partners 588,127 6,442,294 ( 569) 695,738 ( 1,279,244) General Partner 76,030 356,722 66,976 66,720 9,448 Total 664,157 6,799,016 66,407 762,458 ( 1,269,796) Limited Partners' Net Income (Loss) per Unit 2.57 28.15 .00 3.04 ( 5.59) Limited Partners' Cash Distributions per Unit 3.55 32.21(1) 7.32 4.45 2.32 Total Assets 3,021,570 3,260,952 4,257,875 5,976,145 6,279,396 Partners' Capital (Deficit): Limited Partners 2,941,996 3,165,869 4,094,575 5,770,144 6,093,406 General Partner ( 162,586) ( 173,306) ( 172,017) ( 147,595) ( 122,950) Number of Units Outstanding 228,821 228,821 228,821 228,821 228,821 - ------------------------ (1) Amount of cash distribution includes proceeds from the settlement of a lawsuit.
-33- Selected Financial Data II-F Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $1,665,336 $1,444,802 $2,191,389 $2,433,313 $2,028,592 Net Income (Loss): Limited Partners 615,301 1,088,453 147,631 1,108,389 ( 191,631) General Partner 98,196 71,519 81,927 79,948 46,686 Total 713,497 1,159,972 229,558 1,188,337 ( 144,945) Limited Partners' Net Income (Loss) per Unit 3.59 6.35 .86 6.47 ( 1.12) Limited Partners' Cash Distributions Per Unit 4.25 12.34 10.92 8.66 5.93 Total Assets 2,393,651 2,473,730 3,564,889 5,312,077 5,733,459 Partners' Capital (Deficit): Limited Partners 2,451,559 2,565,258 3,590,805 5,315,174 5,691,785 General Partner ( 112,893) ( 144,763) ( 143,355) ( 105,914) ( 84,377) Number of Units Outstanding 171,400 171,400 171,400 171,400 171,400
-34- Selected Financial Data II-G Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $3,527,599 $3,072,455 $4,670,245 $ 5,158,799 $ 4,348,087 Net Income (Loss): Limited Partners 1,382,389 2,266,451 114,502 2,250,119 ( 714,189) General Partner 99,665 150,050 172,947 165,845 94,880 Total 1,482,054 2,416,501 287,449 2,415,964 ( 619,309) Limited Partners' Net Income (Loss) per Unit 3.71 6.09 .31 6.05 ( 1.92) Limit Partners' Cash Distributions per Unit 4.24 11.94 10.80 8.30 5.80 Total Assets 5,174,834 5,325,802 7,635,720 11,576,732 12,519,149 Partners' Capital (Deficit): Limited Partners 5,317,832 5,512,443 7,690,992 11,598,490 12,439,371 General Partner ( 266,026) ( 304,885) ( 312,392) (244,312) ( 197,620) Number of Units Outstanding 372,189 372,189 372,189 372,189 372,189
-35- Selected Financial Data II-H Partnership ----------------
1999 1998 1997 1996 1995 ------------- ------------- ------------- ------------- ------------- Oil and Gas Sales $ 836,927 $ 733,613 $1,119,734 $1,230,222 $1,042,735 Net Income (Loss): Limited Partners 319,698 532,166 ( 11,817) 519,143 ( 239,052) General Partner 23,260 35,089 40,425 38,792 21,532 Total 342,958 567,255 28,608 557,935 ( 217,520) Limited Partners' Net Income (Loss) per Unit 3.49 5.80 ( .13) 5.66 ( 2.61) Limited Partners' Cash Distributions per Unit 4.06 11.26 10.65 7.93 5.61 Total Assets 1,215,782 1,255,229 1,788,149 2,790,245 3,024,656 Partners' Capital (Deficit): Limited Partners 1,254,087 1,306,389 1,807,223 2,795,040 3,002,897 General Partner ( 66,614) ( 75,631) ( 78,796) ( 58,835) ( 47,635) Number of Units Outstanding 91,711 91,711 91,711 91,711 91,711
-36- ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS Use of Forward-Looking Statements and Estimates This Annual Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Annual Report also includes certain information which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated. General Discussion The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is not possible. Concerning past trends, average yearly wellhead gas prices in the United States have been volatile for many years. Over the past ten years such average prices have generally been in the $1.40 to $2.40 per Mcf range. Gas prices are currently in the upper end of this range. Substantially all of the Partnerships' gas reserves are being sold on the "spot market." Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Spot prices for the Partnerships' gas increased -37- from approximately $2.03 per Mcf at December 31, 1998 to approximately $2.24 per Mcf at December 31, 1999. Such prices were on an MMBTU basis and differ from the prices actually received by the Partnerships due to transportation and marketing costs, BTU adjustments, and regional price and quality differences. For the past ten years, average oil prices have generally been in the $16.00 to $24.00 per barrel range, but have been extremely volatile over the past two years. Due to global consumption and supply trends as well as a slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached historically low levels, dropping to as low as approximately $9.25 per barrel. However, production curtailment agreements among major oil producing nations have caused recent oil prices to climb to over $24.00 per barrel in some markets. It is not known whether this trend will continue. Prices for the Partnerships' oil increased from approximately $9.50 per barrel at December 31, 1998 to approximately $22.75 per barrel at December 31, 1999. Future prices for both oil and gas will likely be different from the prices in effect on December 31, 1999. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. As discussed in the "Results of Operations" section below, volumes of oil and gas sold also significantly affect the Partnerships' revenues. Oil and gas wells generally produce the most oil or gas in the earlier years of their lives and, as production continues, the rate of production naturally declines. At some point, production physically ceases or becomes no longer economic. The Partnerships are not acquiring additional oil and gas properties, and the existing properties are not experiencing significant additional production through drilling or other capital projects. Therefore, volumes of oil and gas produced naturally decline from year to year. While it is difficult for management to predict future production from these properties, it is likely that this general trend of declining production will continue. Despite this general trend of declining production, several factors can cause the volumes of oil and gas sold to increase or decrease at an even greater rate over a given period. These factors include, but are not limited to, (i) geophysical conditions which cause an acceleration of the decline in production, (ii) the shutting in of wells (or the opening of previously shut-in wells) due to low oil and gas prices, mechanical difficulties, loss of a market or transportation, or performance of workovers, recompletions, or other operations in the well, (iii) prior period volume adjustments (either positive or negative) made by purchasers of the production, (iv) ownership adjustments in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at -38- payout), and (v) completion of enhanced recovery projects which increase production for the well. Many of these factors are very significant as related to a single well or as related to many wells over a short period of time. However, due to the large number of wells owned by the Partnerships, these factors are generally not material as compared to the normal decline in production experienced on all remaining wells. Results of Operations An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables following "Results of Operations" under the heading "Average Sales Prices, Production Volumes, and Average Production Costs." Following is a discussion of each Partnership's results of operations for the year ended December 31, 1999 as compared to the year ended December 31, 1998 and for the year ended December 31, 1998 as compared to the year ended December 31, 1997. II-A Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales decreased $148,892 (3.8%) in 1999 as compared to 1998. Of this decrease, approximately $30,000 and $563,000, respectively, were related to decreases in volumes of oil and gas sold, which decreases were partially offset by increases of approximately $325,000 and $119,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,395 barrels and 284,002 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of gas sold was primarily due to (i) positive prior period volume adjustments made by the purchasers on two significant wells during 1998, (ii) the sale of several wells during 1998, and (iii) normal declines in production. These decreases were partially offset by a positive prior period volume adjustment made by the purchaser on another significant well during 1999. Average oil and gas prices increased to $16.25 per barrel and $2.09 per Mcf, respectively, in 1999 from $12.38 per barrel and $1.98 per Mcf, respectively, in 1998. Interest income decreased $37,059 (67.1%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on the gas contract settlement proceeds. There were no similar amounts invested during 1999. The II-A Partnership sold certain oil and gas properties during 1999 and recognized a $6,465 gain on such sales. Sales of -39- oil and gas properties during 1998 resulted in the II-A Partnership recognizing similar gains totaling $685,375. As discussed in "Liquidity and Capital Resources" below, the II-A Partnership recognized an insurance settlement in the amount of $202,500 during 1999. No similar settlements occurred during 1998. The II-A Partnership recognized income from a gas contract settlement in the amount of $1,710,190 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $475,237 (26.8%) in 1999 as compared to 1998. This decrease was primarily due to (i) workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves, (ii) a positive prior period lease operating expense adjustment made by the operator on another significant well during 1998, and (iii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 34.5% in 1999 from 45.3% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $200,084 (25.0%) in 1999 as compared to 1998. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999, and (iii) several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 15.9% in 1999 from 20.4% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $2,049 (0.4%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses increased to 15.2% in 1999 from 14.7% in 1998. The Limited Partners have received cash distribution through December 31, 1999 totaling $48,004,357 or 99.12% of Limited Partners' capital contributions. The II-A Partnership achieved payout during the first quarter of 2000. After payout, future operations and revenues of the II-A Partnership will be allocated using after payout percentages included in the II-A Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and -40- expenses were allocated 5% to the General Partner and 95% to the Limited Partners. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $1,519,922 (28.0%) in 1998 as compared to 1997. Of this decrease, approximately $366,000 and $165,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $559,000 and $430,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 19,438 barrels and 72,266 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production, (ii) the sale of several wells during 1997 and 1998, and (iii) a negative prior period volume adjustment made by the purchaser during 1998 on one significant well. These decreases were partially offset by positive prior period volume adjustments made by the purchasers on two significant wells during 1998. Average oil and gas prices decreased to $12.38 per barrel and $1.98 per Mcf, respectively, in 1998 from $18.85 per barrel and $2.28 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-A Partnership sold certain oil and gas properties during 1998 and recognized a $685,375 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-A Partnership recognizing similar gains totaling $176,789. The II-A Partnership recognized income from a gas contract settlement in the amount of $1,710,190 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $115,424 (6.1%) in 1998 as compared to 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales and a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. These decreases were partially offset by workover expenses incurred on several wells during 1998. As a percentage of oil and gas sales, these expenses increased to 45.3% in 1998 from 34.8% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $19,633 (2.5%) in 1998 as compared to 1997. This increase resulted primarily from downward revisions in the estimates of remaining oil and gas reserves at December 31, 1998 -41- on several significant wells, which increase was partially offset by a decrease in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 20.4% in 1998 from 14.4% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold and the dollar increase in depreciation, depletion, and amortization. The II-A Partnership recognized a non-cash charge against earnings of $164,111 during the fourth quarter of 1998. This charge was necessary due to the unamortized costs of one field exceeding the expected undiscounted future cash flows from that field. During the first quarter of 1997, a non-cash charge of $684,276 was also recognized. Of this amount, $223,943 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $460,333 was related to impairment of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-A Partnership's Partnership Agreement which limit the level of permissible drilling activity. General and administrative expenses decreased $17,659 (3.0%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 14.7% in 1998 from 10.9% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-B Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $201,674 (8.1%) in 1999 as compared to 1998. Of this increase, approximately $49,000 was related to an increase in volumes of oil sold and approximately $156,000 and $63,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by approximately $67,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,654 barrels and volumes of gas sold decreased 33,863 Mcf in 1999 as compared to 1998. Average oil and gas prices increased to $16.18 per barrel and $2.04 per Mcf, respectively, in 1999 from $13.43 per barrel and $1.97 per Mcf, respectively, in 1998. Interest income decreased $40,955 (81.2%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on the gas contract settlement proceeds. There were no similar amounts invested during 1999. -42- The II-B Partnership recognized income from a gas contract settlement in the amount of $2,793,295 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $132,363 (12.1%) in 1999 as compared to 1998. This decrease was primarily due to workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves, which decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 35.6% in 1999 from 43.8% in 1998. This percentage decrease was primarily due to workover expenses incurred in 1998 and the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $193,851 (36.4%) in 1999 as compared to 1998. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and (ii) several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 12.6% in 1999 from 21.3% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $4,172 (1.0%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 15.8% in 1999 from 17.3% in 1998. The Limited Partners have received cash distributions through December 31, 1999 totaling $34,922,916 or 96.55% of the Limited Partners' capital contributions. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $1,324,226 (34.7%) in 1998 as compared to 1997. Of this decrease, approximately $277,000 and $345,000, respectively, were related to decreases in volumes of oil and gas sold and $303,000 and $399,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 14,496 barrels and 143,392 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil sold resulted primarily from the sale of several wells during both years and normal declines in production. The decrease in volumes of gas sold resulted primarily from (i) the sale of several wells during both years, (ii) normal declines in -43- production, and (iii) a negative prior period volume adjustment made by the purchaser on one significant well during 1998. Average oil and gas prices decreased to $13.43 per barrel and $1.97 per Mcf, respectively, in 1998 from $19.13 per barrel and $2.41 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-B Partnership sold certain oil and gas properties during 1998 and recognized a $65,551 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-B Partnership recognizing similar gains totaling $203,247. The II-B Partnership recognized income from a gas contract settlement in the amount of $2,793,295 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $221,951 (16.9%) in 1998 as compared to 1997. This decrease resulted primarily from a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 43.8% in 1998 from 34.4% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $14,916 (2.7%) in 1998 as compared to 1997. This decrease resulted primarily from the decrease in volumes of oil and gas sold, which decrease in depreciation, depletion, and amortization was partially offset by an increase resulting from downward revisions in the estimates of remaining oil and gas reserves at December 31, 1998 on several significant wells. As a percentage of oil and gas sales, this expense increased to 21.3% in 1998 from 14.3% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-B Partnership recognized a non-cash charge against earnings of $530,988 in the first quarter 1997. Of this amount, $134,003 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $396,985 was related to impairment of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-B Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charge was necessary in 1998. -44- General and administrative expenses decreased $21,297 (4.7%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 17.3% in 1998 from 11.8% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-C Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $159,994 (14.1%) in 1999 as compared to 1998. Of this increase, approximately $12,000 and $42,000, respectively, were related to increases in volumes of oil and gas sold and approximately $59,000 and $47,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold increased 885 barrels and 21,902 Mcf, respectively, in 1999 as compared to 1998. Average oil and gas prices increased to $16.68 per barrel and $2.00 per Mcf, respectively, in 1999 from $13.33 per barrel and $1.91 per Mcf, respectively, in 1998. Interest income decreased $19,301 (76.7%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on the gas contract settlement proceeds. There were no similar amounts invested during 1999. The II-C Partnership sold certain oil and gas properties during 1999 and recognized a $3,257 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-C Partnership recognizing similar gains totaling $177,795. The II-C Partnership recognized income from a gas contract settlement in the amount of $1,197,148 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $13,213 (3.1%) in 1999 as compared to 1998. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) positive prior period production tax adjustments made by the purchasers on several wells during 1999, which increases were substantially offset by workover expenses incurred on two significant wells during 1998 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses decreased to 34.0% in 1999 from 37.6% in 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $66,331 (26.9%) in 1999 as compared to 1998. -45- This decrease was primarily due to upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and several wells being substantially depleted in 1998. As a percentage of oil and gas sales, this expense decreased to 13.9% in 1999 from 21.7% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.2% in 1999 from 16.2% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through December 31, 1999 totaling $15,891,686 or 102.78% of the Limited Partners' capital contributions. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $660,183 (36.7%) in 1998 as compared to 1997. Of this decrease, approximately $113,000 and $244,000, respectively, were due to decreases in volumes of oil and gas sold and approximately $96,000 and $207,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,947 barrels and 104,105 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil sold resulted primarily from normal declines in production and the sale of several wells during both years. The decrease in volumes of gas sold resulted primarily from the sale of several wells during both years and a negative prior period volume adjustment made by the purchaser during 1998 on one significant well. Average oil and gas prices decreased to $13.33 per barrel and $1.91 per Mcf, respectively, in 1998 from $19.04 per barrel and $2.34 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-C Partnership sold certain oil and gas properties in 1998 and recognized a $177,795 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-C Partnership recognizing similar gains totaling $156,919. The II-C Partnership recognized income from a gas contract settlement in the amount of $1,197,148 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas contract. No similar settlements occurred during 1997. -46- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $100,712 (19.1%) in 1998 as compared to 1997. This decrease resulted primarily from a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 37.6% in 1998 from 29.4% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $21,881 (8.2%) in 1998 as compared to 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold, which decreases were partially offset by an increase in depreciation, depletion, and amortization resulting from downward revisions in the estimates of remaining oil and gas reserves at December 31, 1998 on several significant wells. As a percentage of oil and gas sales, this expense increased to 21.7% in 1998 from 14.9% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-C Partnership recognized a non-cash charge against earnings of $66,617 in the first quarter of 1997. Of this amount, $36,163 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $30,454 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-C Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charge was necessary in 1998. General and administrative expenses decreased $9,261 (4.8%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 16.2% in 1998 from 10.8% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The II-C Partnership achieved payout during the fourth quarter of 1998. After payout, operations and revenues for the II-C Partnership have been and will be allocated using the after payout percentages included in the II-C Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. -47- II-D Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $187,565 (7.8%) in 1999 as compared to 1998. Of this increase, approximately $128,000 and $153,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $49,000 and $45,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 3,843 barrels and 24,178 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the sale of one significant well during 1998. Average oil and gas prices increased to $16.43 per barrel and $2.02 per Mcf, respectively, in 1999 from $12.65 per barrel and $1.87 per Mcf, respectively, in 1998. Interest income decreased $51,668 (77.5%) in 1999 as compared to 1998. This decrease was primarily due to interest income earned in 1998 on the gas contract settlement proceeds. There were no similar amounts invested during 1999. The II-D Partnership sold certain oil and gas properties during 1999 and recognized a $36,944 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-D Partnership recognizing similar gains of $496,238. The II-D Partnership recognized income from a gas contract settlement in the amount of $3,033,646 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $160,812 (17.0%) in 1999 as compared to 1998. This increase was primarily due to (i) a positive prior period lease operating expense adjustment made by the operator on one significant well during 1999 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 42.6% in 1999 from 39.2% in 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $93,186 (18.0%) in 1999 as compared to 1998. This decrease was primarily due to two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 16.4% in 1999 from 21.5% in 1998. This percentage decrease was primarily due to the dollar decrease in -48- depreciation, depletion, and amortization and the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.3% for 1999 and 15.5% for 1998. The II-D Partnership achieved payout during the second quarter of 1999. After payout, operations and revenues for the II-D Partnership have been and will be allocated using after payout percentages included in the II-D Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. The Limited Partners have received cash distributions through December 31, 1999 totaling $32,104,903 or 101.96% of Limited Partners' capital contributions. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $1,903,103 (44.1%) in 1998 as compared to 1997. Of this decrease, approximately $237,000 and $1,050,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $228,000 and $389,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 12,680 barrels and 467,539 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil and gas sold resulted primarily from the sale of several wells in both years and normal declines in production due to diminishing reserves on several wells. Average oil and gas prices decreased to $12.65 per barrel and $1.87 per Mcf, respectively, in 1998 from $18.68 per barrel and $2.25 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-D Partnership sold certain oil and gas properties during 1998 and recognized a $496,238 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-D Partnership recognizing similar gains totaling $447,981. The II-D Partnership recognized income from a gas contact settlement in the amount of $3,033,646 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1997. -49- Oil and gas production expenses (including lease operating expenses and production taxes) decreased $711,116 (42.9%) in 1998 as compared to 1997. This decrease resulted primarily from a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 39.2% in 1998 from 38.4% in 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $170,121 (24.7%) in 1998 as compared to 1997. This decrease resulted primarily from the decrease in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 21.5% in 1998 from 16.0% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-D Partnership recognized a non-cash charge against earnings of $143,957 during 1997. This impairment provision was necessary due to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997. No similar charge was necessary during 1998. General and administrative expenses decreased $22,908 (5.8%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 15.5% in 1998 from 9.2% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-E Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $106,262 (6.2%) in 1999 as compared to 1998. Of this increase, approximately $135,000 and $83,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $69,000 and $43,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,156 barrels and 23,279 Mcf, respectively, in 1999 as compared to 1998. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on three significant wells in 1998. Average oil and gas prices increased to $17.49 per barrel and $1.99 per Mcf, respectively, in 1999 from $13.31 per barrel and $1.86 per Mcf, respectively, in 1998. Interest income decreased $85,309 (85.5%) in 1999 as compared to 1998. This decrease was primarily due to interest income -50- earned in 1998 on the gas contract settlement proceeds. There were no similar amounts invested during 1999. The II-E Partnership recognized income from a gas contract settlement in the amount of $6,159,355 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $114,601 (17.0%) in 1999 as compared to 1998. This decrease was primarily due to (i) workover expenses incurred on several wells during 1998 in order to improve the recovery of reserves and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses decreased to 30.8% in 1999 from 39.5% in 1998. This percentage decrease was primarily due to the workover expenses incurred in 1998 and the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $187,837 (34.5%) in 1999 as compared to 1998. This decrease was primarily due to (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999 and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 19.7% in 1999 from 31.9% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $5,944 (2.2%) in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 14.9% in 1999 from 16.2% in 1998. The II-E Partnership achieved payout during the third quarter of 1999. After payout, operations and revenues for the II-E Partnership have been and will be allocated using after payout percentages included in the II-E Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. The Limited Partners have received cash distributions through December 31, 1999 totaling $23,283,574 or 101.75% of Limited Partners' capital contributions. -51- Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $911,540 (34.8%) in 1998 as compared to 1997. Of this decrease, approximately $99,000 and $312,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $217,000 and $284,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,160 barrels and 135,538 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil and gas sold resulted primarily from normal declines in production and the sale of several wells during both years. Average oil and gas prices decreased to $13.31 per barrel and $1.86 per Mcf, respectively, in 1998 from $19.10 per barrel and $2.30 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-E Partnership sold certain oil and gas properties during 1998 and recognized a $328,245 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-E Partnership recognizing similar gains totaling $272,654. The II-E Partnership recognized income from a gas contract settlement in the amount of $6,159,355 during 1998. This settlement involved claims made for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. No similar settlements occurred during 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $236,831 (26.0%) in 1998 as compared to 1997. This decrease resulted primarily from (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on one significant well during 1997. As a percentage of oil and gas sales, these expenses increased to 39.5% in 1998 from 34.8% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $82,925 (13.2%) in 1998 as compared to 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 31.9% in 1998 from 24.0% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-E Partnership recognized a non-cash charge against earnings of $992,851 in the first quarter of 1997. Of this amount, $317,979 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas -52- reserves at March 31, 1997 and $674,872 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-E Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary during 1998. General and administrative expenses decreased $38,504 (12.2%) in 1998 as compared to 1997. This decrease resulted primarily from a decrease in legal expenses associated with the gas contract settlement discussed above during 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 16.2% in 1998 from 12.0% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-F Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $220,534 (15.3%) in 1999 as compared to 1998. Of this increase, approximately $116,000 and $35,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $97,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $27,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 2,056 barrels, while volumes of gas sold increased 52,465 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.64 per barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.84 per Mcf, respectively, in 1998. The II-F Partnership sold certain oil and gas properties during 1999 and recognized a $565 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-F Partnership recognizing similar gains totaling $657,881. Oil and gas production expenses (including lease operating expenses and production taxes) increased $52,933 (13.3%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and gas sales, these expenses remained relatively consistent at 27.1% in 1999 and 27.6% in 1998. -53- Depreciation, depletion, and amortization of oil and gas properties decreased $53,879 (14.9%) in 1999 as compared to 1998. This decrease was primarily due to (i) two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 18.4% in 1999 from 25.0% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.1% in 1999 from 14.0% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The II-F Partnership achieved payout during the first quarter of 1999. After payout, operations and revenues for the II-F Partnership have been and will be allocated using the after payout percentages included in the II-F Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. The Limited Partners have received cash distributions through December 31, 1999 totaling $17,757,051 or 103.60% of Limited Partners' capital contributions. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $746,587 (34.1%) in 1998 as compared to 1997. Of this decrease, approximately $151,000 and $160,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $197,000 and $238,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 8,099 barrels and 69,527 Mcf, respectively, in 1998 as compared to 1997. The decrease in volumes of oil and gas sold resulted primarily from the sale of several wells during both years. Average oil and gas prices decreased to $13.32 per barrel and $1.84 per Mcf, respectively, in 1998 from $18.66 per barrel and $2.30 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-F Partnership sold certain oil and gas properties during 1998 and recognized a $657,881 gain on such sales. Sales of oil and -54- gas properties during 1997 resulted in the II-F Partnership recognizing similar gains totaling $557,746. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $148,051 (27.1%) in 1998 as compared to 1997. This decrease resulted primarily from decreases in (i) production taxes associated with the decrease in oil and gas sales and (ii) lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 27.6% in 1998 from 24.9% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $48,304 (11.8%) in 1998 as compared to 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 25.0% in 1998 from 18.7% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-F Partnership recognized a non-cash charge against earnings of $1,377,160 in the first quarter of 1997. Of this amount, $208,255 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $1,168,905 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-F Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary during 1998. General and administrative expenses decreased $2,653 (1.3%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 14.0% in 1998 from 9.3% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-G Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $455,144 (14.8%) in 1999 as compared to 1998. Of this increase, approximately $239,000 and $77,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $193,000 was related -55- to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $54,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 4,060 barrels, while volumes of gas sold increased 104,549 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.58 per barrel and $1.91 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.85 per Mcf, respectively, in 1998. The II-G Partnership sold certain oil and gas properties during 1999 and recognized a $1,063 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-G Partnership recognizing similar gains totaling $1,374,966. Oil and gas production expenses (including lease operating expenses and production taxes) increased $112,530 (13.2%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and gas sales, these expenses decreased to 27.4% in 1999 from 27.8% in 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $118,629 (15.2%) in 1999 as compared to 1998. This decrease was primarily due to (i) two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 18.7% in 1999 from 25.3% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.4% in 1999 from 14.3% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through December 31, 1999 totaling $36,682,371 or 98.56% of Limited Partners' capital contributions. The II-G Partnership achieved payout during the first quarter of 2000. After payout, operations and revenues of the II-G Partnership will be allocated using after payout percentages included in the II-G Partnership's Partnership Agreement. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partner. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. -56- Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $1,597,790 (34.2%) in 1998 as compared to 1997. Of this decrease, approximately $320,000 and $349,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $414,000 and $515,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 17,132 barrels and 150,803 Mcf, respectively, in 1998 as compared to 1997. The decreases in volumes of oil and gas sold resulted primarily from the sale of several wells during both years. Average oil and gas prices decreased to $13.32 per barrel and $1.85 per Mcf, respectively, in 1998 from $18.66 per barrel and $2.31 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-G Partnership sold certain oil and gas properties during 1998 and recognized a $1,374,966 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-G Partnership recognizing similar gains totaling $1,226,822. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $333,023 (28.1%) in 1998 as compared to 1997. This decrease resulted primarily from decreases in (i) production taxes associated with the decrease in oil and gas sales and (ii) lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 27.8% in 1998 from 25.4% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $137,614 (15.0%) in 1998 as compared to 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold during 1998 as compared to 1997. As a percentage of oil and gas sales, this expense increased to 25.3% in 1998 from 19.6% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-G Partnership recognized a non-cash charge against earnings of $3,101,656 in the first quarter of 1997. Of this amount, $489,672 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $2,611,984 was related to the writing-off of unproved properties. These unproved properties -57- were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-G Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary during 1998. General and administrative expenses decreased $5,627 (1.3%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 14.3% in 1998 from 9.5% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. II-H Partnership ---------------- Year Ended December 31, 1999 Compared to Year Ended December 31, 1998 -------------------------------------- Total oil and gas sales increased $103,314 (14.1%) in 1999 as compared to 1998. Of this increase, approximately $56,000 and $19,000, respectively, were related to increases in the average prices of oil and gas sold and approximately $40,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of approximately $12,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 923 barrels, while volumes of gas sold increased 21,387 Mcf in 1999 as compared to 1998. The increase in volumes of gas sold was primarily due to (i) an increase in production due to the successful recompletion of one significant well in late 1998 and (ii) a positive prior period volume adjustment made by the operator on another significant well during 1999. Average oil and gas prices increased to $16.62 per barrel and $1.92 per Mcf, respectively, in 1999 from $13.32 per barrel and $1.86 per Mcf, respectively, in 1998. The II-H Partnership sold certain oil and gas properties during 1999 and recognized a $421 gain on such sales. Sales of oil and gas properties during 1998 resulted in the II-H Partnership recognizing similar gains totaling $317,342. Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,195 (13.2%) in 1999 as compared to 1998. This increase was primarily due to positive prior period lease operating expense adjustments made by the operator on several wells during 1999. As a percentage of oil and gas sales, these expenses decreased to 27.8% in 1999 from 28.0% in 1998. Depreciation, depletion, and amortization of oil and gas properties decreased $21,665 (12.1%) in 1999 as compared to 1998. -58- This decrease was primarily due to (i) two significant wells being fully depleted in 1998 due to the lack of remaining economically recoverable reserves and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1999. As a percentage of oil and gas sales, this expense decreased to 18.8% in 1999 from 24.4% in 1998. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold and the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses remained relatively constant in 1999 as compared to 1998. As a percentage of oil and gas sales, these expenses decreased to 12.9% in 1999 from 14.7% in 1998. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through December 31, 1999 totaling $8,544,364 or 93.17% of Limited Partners' capital contributions. Year Ended December 31, 1998 Compared to Year Ended December 31, 1997 -------------------------------------- Total oil and gas sales decreased $386,121 (34.5%) in 1998 as compared to 1997. Of this decrease, approximately $75,000 and $89,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $96,000 and $126,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,020 barrels and 38,256 Mcf, respectively, in 1998 as compared to 1997. The decreases in volumes of oil and gas sold resulted primarily from the sale of several wells during both years. Average oil and gas prices decreased to $13.32 per barrel and $1.86 per Mcf, respectively, in 1998 from $18.67 per barrel and $2.33 per Mcf, respectively, in 1997. As discussed in "Liquidity and Capital Resources" below, the II-H Partnership sold certain oil and gas properties during 1998 and recognized a $317,342 gain on such sales. Sales of oil and gas properties during 1997 resulted in the II-H Partnership recognizing similar gains totaling $286,788. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $84,579 (29.2%) in 1998 as compared to 1997. This decrease resulted primarily from decreases in (i) production taxes associated with the decrease in oil and gas sales and (ii) lease operating expenses associated with the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, these expenses increased to 28.0% in 1998 from 25.9% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -59- Depreciation, depletion, and amortization of oil and gas properties decreased $23,121 (11.4%) in 1998 as compared to 1997. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 24.4% in 1998 from 18.1% in 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. The II-H Partnership recognized a non-cash charge against earnings of $785,220 in the first quarter of 1997. Of this amount, $125,223 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $659,997 was related to the writing-off of unproved properties. These unproved properties were written off based on the General Partner's determination that it was unlikely that such properties would be developed due to low oil and gas prices and provisions in the II-H Partnership's Partnership Agreement which limit the level of permissible drilling activity. No similar charges were necessary during 1998. General and administrative expenses decreased $1,389 (1.3%) in 1998 as compared to 1997. As a percentage of oil and gas sales, these expenses increased to 14.7% in 1998 from 9.8% in 1997. This percentage increase was primarily due to the decrease in oil and gas sales. Average Sales Prices, Production Volumes, and Average Production Costs The following tables are comparisons of the annual average oil and gas sales prices, production volumes, and average production costs (lease operating expenses and production taxes) per equivalent unit (one barrel of oil or six Mcf of gas) for 1999, 1998, and 1997. These factors comprise the change in net oil and gas operations discussed in the "Results of Operations" section above. -60- 1999 Compared to 1998 --------------------- Average Sales Prices - -------------------------------------------------------------------------- P/ship 1999 1998 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- --- II-A $16.25 $2.09 $12.38 $1.98 31% 6% II-B 16.18 2.04 13.43 1.97 20% 4% II-C 16.68 2.00 13.33 1.91 25% 5% II-D 16.43 2.02 12.65 1.87 30% 8% II-E 17.49 1.99 13.31 1.86 31% 7% II-F 16.64 1.91 13.32 1.84 25% 4% II-G 16.58 1.91 13.32 1.85 24% 3% II-H 16.62 1.92 13.32 1.86 25% 3% Production Volumes - ----------------------------------------------------------------------------- P/ship 1999 1998 % Change - ------ ------------------ ------------------ ------------ Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------ --------- ------ ----- II-A 84,033 1,149,550 86,428 1,433,552 ( 3%) (20%) II-B 56,749 870,203 53,095 904,066 7% ( 4%) II-C 17,691 500,545 16,806 478,643 5% 5% II-D 33,890 1,010,194 37,733 1,034,372 (10%) ( 2%) II-E 32,352 624,562 37,508 647,841 (14%) ( 4%) II-F 34,859 569,382 36,915 516,917 ( 6%) 10% II-G 73,361 1,210,210 77,421 1,105,661 ( 5%) 9% II-H 17,055 287,724 17,978 266,337 ( 5%) 8% Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 1999 1998 % Change ------ ----- ----- -------- II-A $4.71 $5.45 (14%) II-B 4.76 5.36 (11%) II-C 4.35 4.42 ( 2%) II-D 5.47 4.50 22% II-E 4.09 4.62 (11%) II-F 3.48 3.24 7% II-G 3.51 3.26 7% II-H 3.58 3.29 9% -61- 1998 Compared to 1997 --------------------- Average Sales Prices - ---------------------------------------------------------------------------- P/ship 1998 1997 % Change - ------ ------------------ ------------------ -------------- Oil Gas Oil Gas ($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas ------- ------- ------- ------- ----- ----- II-A $12.38 $1.98 $18.85 $2.28 (34%) (13%) II-B 13.43 1.97 19.13 2.41 (30%) (18%) II-C 13.33 1.91 19.04 2.34 (30%) (18%) II-D 12.65 1.87 18.68 2.25 (32%) (17%) II-E 13.31 1.86 19.10 2.30 (30%) (19%) II-F 13.32 1.84 18.66 2.30 (29%) (20%) II-G 13.32 1.85 18.66 2.31 (29%) (20%) II-H 13.32 1.86 18.67 2.33 (29%) (20%) Production Volumes - ----------------------------------------------------------------------------- P/ship 1998 1997 % Change - ------ -------------------- ------------------- -------------- Oil Gas Oil Gas Oil Gas (Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf) ------- --------- ------- --------- ------ ----- II-A 86,428 1,433,552 105,866 1,505,818 (18%) ( 5%) II-B 53,095 904,066 67,591 1,047,458 (21%) (14%) II-C 16,806 478,643 22,753 582,748 (26%) (18%) II-D 37,733 1,034,372 50,413 1,501,911 (25%) (31%) II-E 37,508 647,841 42,668 783,379 (12%) (17%) II-F 36,915 516,917 45,014 586,444 (18%) (12%) II-G 77,421 1,105,661 94,553 1,256,464 (18%) (12%) II-H 17,978 266,337 21,998 304,593 (18%) (13%) Average Production Costs per Equivalent Barrel of Oil ------------------------------------- P/ship 1998 1997 % Change ------ ----- ----- -------- II-A $5.45 $5.29 2% II-B 5.36 5.43 ( 1%) II-C 4.42 4.40 - II-D 4.50 5.51 (18%) II-E 4.62 5.25 (12%) II-F 3.24 3.83 (15%) II-G 3.26 3.90 (16%) II-H 3.29 3.99 (18%) -62- 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 1999 production levels for future years, the Partnerships proved reserve quantities at December 31, 1999 would have the following remaining lives: Partnership Gas-Years Oil-Years ----------- --------- --------- II-A 6.1 8.7 II-B 6.1 8.0 II-C 7.2 10.6 II-D 8.4 15.8 II-E 6.5 7.9 II-F 5.6 8.3 II-G 5.7 8.3 II-H 5.8 8.3 These life of reserves estimates are based on the current estimates of remaining oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve estimates. In particular, the relatively high oil prices at December 31, 1999 have caused an increase in the estimates of remaining oil reserves which therefore have increased the estimated life of said reserves. The Partnerships' available capital from the Limited Partners' subscriptions has been spent on oil and gas properties and there should be no further material capital resource commitments in the future. Occasional expenditures for new wells or well recompletions or workovers, however, may reduce or eliminate cash available for a particular quarterly cash distribution. The Partnerships have no debt commitments. Cash for operational purposes will be provided by current oil and gas production. The Partnerships sold certain oil and gas properties during 1999, 1998, and 1997. The sale of the Partnerships' properties were made by the General Partner after giving due consideration to both the offer price and the General Partner's estimate of the property's remaining proved reserves and future operating costs. Net proceeds from the sale of any such properties were distributed to the Partnerships and included in the calculation of the Partnerships' cash distributions for the quarter immediately following the Partnerships' receipt of the proceeds. The amount of such proceeds from the sale of oil and gas properties during 1999, 1998, and 1997 were as follows: -63- Partnership 1999 1998 1997 ----------- --------- ---------- ---------- II-A $ 14,441 $ 787,854 $ 225,375 II-B 39,541 82,454 251,335 II-C 9,704 250,629 208,805 II-D 36,944 669,933 629,832 II-E 27,869 357,625 431,541 II-F 8,302 717,792 758,534 II-G 17,979 1,503,817 1,658,135 II-H 4,342 345,716 414,950 The General Partner believes that the sale of these properties will be beneficial to the Partnerships in the long-term since the properties sold generally had a higher ratio of future operating expenses as compared to reserves than the properties not sold. In August 1999, the II-A Partnership received insurance settlement proceeds in the amount of $202,500 for the costs incurred to drill the State Lease 8191 No. 4 well in St. Bernard Parish, Louisiana for the purpose of relieving pressure in another well which suffered a blowout during a workover attempt. This new well was completed as a producing gas well in 1998. The insurance proceeds amount was included in the Partnership's August 1999 cash distribution. On July 30, 1998 the II-A, II-B, II-C, II-D, and II-E Partnerships and certain other related parties reached a settlement with a gas purchaser involving claims for take or pay deficiencies and gas pricing issues arising out of a gas purchase contract. As a result of this settlement, such Partnerships received the following settlement amounts: Settlement Per Partnership Amount Unit ----------- --------- ------ II-A $1,710,190 $ 3.53 II-B 2,793,295 7.72 II-C 1,197,148 7.74 II-D 3,033,646 9.63 II-E 6,159,355 26.92 The settlement amounts were included in the Partnerships' November 1998 cash distributions. 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 -64- Partnerships, including the price of and demand for oil and gas and other market and economic conditions. Even if prices and costs remain stable, the amount of cash available for distributions will decline over time (as the volume of production from producing properties declines) since the Partnerships are not replacing production through acquisitions of producing properties and drilling. The Partnerships' quantity of proved reserves has been reduced by the sale of oil and gas properties as described above; therefore, it is possible that the Partnerships' future cash distributions will decline as a result of a reduction of the Partnerships' reserve base. The Partnerships will terminate on December 31, 2001 in accordance with the Partnership Agreements. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Annual Report, the General Partner has not determined whether to extend the term of any Partnership. 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 1999. Oil and gas prices have fluctuated during recent years and generally have not followed the same pattern as inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price History." Year 2000 The year 2000 issue refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. To the knowledge of the General Partner, the Partnerships have not experienced any material effects from the year 2000 issue. Costs incurred by the Partnerships in order to ensure year 2000 compatibility were not material to the Partnerships. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -65- 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 director and executive officers is Two West Second Street, Tulsa, Oklahoma 74103. Name Age Position with General Partner ---------------- --- -------------------------------- Dennis R. Neill 47 President and Director Judy K. Fox 48 Secretary The director will hold office until the next annual meeting of shareholders of Geodyne or until his successor has been duly elected and qualified. All executive officers serve at the discretion of the Board of Directors. Dennis R. Neill joined Samson in 1981, was named Senior Vice President and Director of Geodyne on March 3, 1993, and was named President of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a Tulsa law firm, Conner and Winters, where his principal practice was in the securities area. He received a Bachelor of Arts degree in political science from Oklahoma State University and a Juris Doctorate degree from the University of Texas. Mr. Neill also serves as Senior Vice President of Samson Investment Company and as President and Director of Samson Properties Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc. Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum -66- Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson Properties Incorporated. Section 16(a) Beneficial Ownership Reporting Compliance To the best knowledge of the Partnerships and the General Partner, there were no officers, directors, or ten percent owners who were delinquent filers during 1999 of reports required under Section 16 of the Securities Exchange Act of 1934. ITEM 11. EXECUTIVE COMPENSATION The General Partner and its affiliates are reimbursed for actual general and administrative costs and operating costs incurred and attributable to the conduct of the business affairs and operations of the Partnerships, computed on a cost basis, determined in accordance with generally accepted accounting principles. Such reimbursed costs and expenses allocated to the Partnerships include office rent, secretarial, employee compensation and benefits, travel and communication costs, fees for professional services, and other items generally classified as general or administrative expense. When actual costs incurred benefit other Partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all Partnerships and affiliates. The amount of general and administrative expense allocated to the General Partner and its affiliates which was charged to each Partnership during 1998, 1997, and 1996 is set forth in the table below. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements. Partnership 1999 1998 1997 ----------- -------- -------- -------- II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540 None of the officers or directors of the General Partner receive compensation directly from the Partnerships. The Partnerships reimburse the General Partner or its affiliates for that portion of such officers' and directors' salaries and expenses attributable to time devoted by such individuals to the Partnerships' activities. The following tables indicate the approximate amount of general and administrative expense reimbursement attributable to the salaries of the directors, officers, and employees of the General Partner and its affiliates during 1999, 1998, and 1997: -67- Salary Reimbursements II-A Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $304,538 - - - - - - 1998 $301,683 - - - - - - 1999 $311,369 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-A Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-A Partnership and no individual's salary or other compensation reimbursement from the II-A Partnership equals or exceeds $100,000 per annum.
-68- Salary Reimbursements II-B Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $227,466 - - - - - - 1998 $225,334 - - - - - - 1999 $232,568 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-B Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-B Partnership and no individual's salary or other compensation reimbursement from the II-B Partnership equals or exceeds $100,000 per annum.
-69- Salary Reimbursements II-C Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $97,230 - - - - - - 1998 $96,319 - - - - - - 1999 $99,411 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-C Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-C Partnership and no individual's salary or other compensation reimbursement from the II-C Partnership equals or exceeds $100,000 per annum.
-70- Salary Reimbursements II-D Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $198,009 - - - - - - 1998 $196,153 - - - - - - 1999 $202,451 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-D Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-D Partnership and no individual's salary or other compensation reimbursement from the II-D Partnership equals or exceeds $100,000 per annum.
-71- Salary Reimbursements II-E Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $143,892 - - - - - - 1998 $142,543 - - - - - - 1999 $147,120 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-E Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-E Partnership and no individual's salary or other compensation reimbursement from the II-E Partnership equals or exceeds $100,000 per annum.
-72- Salary Reimbursements II-F Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $107,783 - - - - - - 1998 $106,773 - - - - - - 1999 $110,201 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-F Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-F Partnership and no individual's salary or other compensation reimbursement from the II-F Partnership equals or exceeds $100,000 per annum.
-73- Salary Reimbursements II-G Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $234,047 - - - - - - 1998 $231,853 - - - - - - 1999 $239,297 - - - - - - - --------- (1) The general and administrative expenses paid by the II-G Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-G Partnership and no individual's salary or other compensation reimbursement from the II-G Partnership equals or exceeds $100,000 per annum.
-74- Salary Reimbursements II-H Partnership ---------------- Three Years Ended December 31, 1999
Long Term Compensation --------------------------------- Annual Compensation Awards Payouts ----------------------------- ----------------------- ------- Securi- Other ties All Name Annual Restricted Under- Other and Compen- Stock lying LTIP Compen- Principal Salary Bonus sation Award(s) Options/ Payouts sation Position Year ($) ($) ($) ($) SARs(#) ($) ($) - --------------- ---- ------- ------- ------- ---------- -------- ------- ------- Dennis R. Neill, President(1) 1997 - - - - - - - 1998 - - - - - - - 1999 - - - - - - - All Executive Officers, Directors, and Employees as a group(2) 1997 $57,673 - - - - - - 1998 $57,132 - - - - - - 1999 $58,967 - - - - - - - ---------- (1) The general and administrative expenses paid by the II-H Partnership and attributable to salary reimbursements do not include any salary or other compensation attributable to Mr. Neill. (2) No officer or director of Geodyne or its affiliates provides full-time services to the II-H Partnership and no individual's salary or other compensation reimbursement from the II-H Partnership equals or exceeds $100,000 per annum.
-75- Affiliates of the Partnerships serve as operator of some of the Partnerships' wells. The General Partner contracts with such affiliates for services as operator of the wells. As operator, such affiliates are compensated at rates provided in the operating agreements in effect and charged to all parties to such agreement. Such compensation may occur both prior and subsequent to the commencement of commercial marketing of production of oil or gas. The dollar amount of such compensation paid by the Partnerships to the affiliates is impossible to quantify as of the date of this Annual Report. Samson maintains necessary inventories of new and used field equipment. Samson may have provided some of this equipment for wells in which the Partnerships have an interest. This equipment was provided at prices or rates equal to or less than those normally charged in the same or comparable geographic area by unaffiliated persons or companies dealing at arm's length. The operators of these wells billed the Partnerships for a portion of such costs based upon the Partnerships' interest in the well. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table provides information as to the beneficial ownership of the Units as of February 1, 2000 by (i) each beneficial owner of more than five percent of the issued and outstanding Units, (ii) the directors and officers of the General Partner, and (iii) the General Partner and its affiliates. The address of each of such persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103. Number of Units Beneficially Owned (Percent Beneficial Owner of Outstanding) - ------------------------------------ ------------------- II-A Partnership: - ---------------- Samson Resources Company 93,271 19.3(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 93,271 19.3(%) II-B Partnership: - ---------------- Samson Resources Company 70,453 19.5(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 70,453 19.5(%) -76- II-C Partnership: - ---------------- Samson Resources Company 30,043 19.4(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 30,043 19.4(%) II-D Partnership: - ---------------- Samson Resources Company 51,255 16.3(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 51,255 16.3(%) II-E Partnership: - ---------------- Samson Resources Company 46,339 20.3(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 46,339 20.3(%) II-F Partnership: - ---------------- Samson Resources Company 28,284 16.5(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 28,284 16.5(%) II-G Partnership: - ---------------- Samson Resources Company 50,379 13.5(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 50,379 13.5(%) II-H Partnership: - ---------------- Samson Resources Company 16,548 18.0(%) All affiliates, directors, and officers of the General Partner as a group and the General Partner (4 persons) 16,548 18.0(%) ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The General Partner and certain of its affiliates engage in oil and gas activities independently of the Partnerships which result in conflicts of interest that cannot be totally eliminated. The -77- allocation of acquisition and drilling opportunities and the nature of the compensation arrangements between the Partnerships and the General Partner also create potential conflicts of interest. An affiliate of the Partnerships owns some of the Partnerships' Units and therefore has an identity of interest with other Limited Partners with respect to the operations of the Partnerships. In order to attempt to assure limited liability for Limited Partners as well as an orderly conduct of business, management of the Partnerships is exercised solely by the General Partner. The Partnership Agreements grant the General Partner broad discretionary authority with respect to the Partnerships' participation in drilling prospects and expenditure and control of funds, including borrowings. These provisions are similar to those contained in prospectuses and partnership agreements for other public oil and gas partnerships. Broad discretion as to general management of the Partnerships involves circumstances where the General Partner has conflicts of interest and where it must allocate costs and expenses, or opportunities, among the Partnerships and other competing interests. The General Partner does not devote all of its time, efforts, and personnel exclusively to the Partnerships. Furthermore, the Partnerships do not have any employees, but instead rely on the personnel of Samson. The Partnerships thus compete with Samson (including other oil and gas partnerships) for the time and resources of such personnel. Samson devotes such time and personnel to the management of the Partnerships as are indicated by the circumstances and as are consistent with the General Partner's fiduciary duties. Affiliates of the Partnerships are solely responsible for the negotiation, administration, and enforcement of oil and gas sales agreements covering the Partnerships' leasehold interests. Because affiliates of the Partnership who provide services to the Partnership have fiduciary or other duties to other members of Samson, contract amendments and negotiating positions taken by them in their effort to enforce contracts with purchasers may not necessarily represent the positions that the Partnerships would take if they were to administer their own contracts without involvement with other members of Samson. On the other hand, management believes that the Partnerships' negotiating strength and contractual positions have been enhanced by virtue of their affiliation with Samson. PART IV. ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K (a) Financial Statements, Financial Statement Schedules, and Exhibits. -78- (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 as of December 31, 1999 and 1998 and for each of the three years in the period ended December 31, 1999 are filed as part of this report: Report of Independent Accountants Combined Balance Sheets Combined Statements of Operations Combined Statements of Changes in Partners' Capital (Deficit) Combined Statements of Cash Flows Notes to Combined Financial Statements (2) Financial Statement Schedules: None. (3) Exhibits: 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 -79- 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 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 filed with the SEC on August 10, 1993 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-B, filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. -80- 4.7 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 filed with the SEC 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-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. 4.11 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. 4.12 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. -81- 4.13 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. 4.14 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. * 23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A. * 23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B. * 23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-C. * 23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-D. * 23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-E. * 23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-F. * 23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-G. * 23.8 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-H. * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. -82- * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. * 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, 1999 and for the year ended December 31, 1999. All other Exhibits are omitted as inapplicable. ---------- *Filed herewith. (b) Reports on Form 8-K filed during the fourth quarter of 1999: None. -83- SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly organized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H By: GEODYNE RESOURCES, INC. General Partner February 15, 2000 By: /s/Dennis R. Neill ------------------------------ Dennis R. Neill President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities on the dates indicated. By: /s/Dennis R. Neill President and February 15, 2000 ------------------- Director (Principal Dennis R. Neill Executive Officer) /s/Patrick M. Hall (Principal February 15, 2000 ------------------- Financial and Patrick M. Hall Accounting Officer) /s/Judy K. Fox Secretary February 15, 2000 ------------------- Judy K. Fox -84- 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-A, an Oklahoma limited partnership, and Geodyne Production Partnership II-A, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-1 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-A GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-A Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 723,978 $ 213,480 Accounts receivable: Oil and gas sales 702,392 506,282 --------- --------- Total current assets $1,426,370 $ 719,762 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,541,487 4,109,296 DEFERRED CHARGE 732,855 701,486 --------- --------- $5,700,712 $5,530,544 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 112,953 $ 171,762 Gas imbalance payable 123,801 125,904 --------- --------- Total current liabilities $ 236,754 $ 297,666 ACCRUED LIABILITY $ 221,438 $ 180,325 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 380,195) ($ 417,336) Limited Partners, issued and outstanding, 484,283 Units 5,622,715 5,469,889 --------- --------- Total Partners' capital $5,242,520 $5,052,553 --------- --------- $5,700,712 $5,530,544 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,762,931 $3,911,823 $5,431,745 Interest income 18,160 55,219 33,085 Gain on sale of oil and gas properties 6,465 685,375 176,789 Insurance settlement income 202,500 - - Gas contract settlement income - 1,710,190 - Other income - - 20,975 --------- --------- --------- $3,990,056 $6,362,607 $5,662,594 COSTS AND EXPENSES: Lease operating $1,082,603 $1,532,475 $1,538,814 Production tax 215,157 240,522 349,607 Depreciation, depletion, and amortization of oil and gas properties 599,790 799,874 780,241 Impairment provision - 164,111 684,276 General and administrative 571,548 573,597 591,256 --------- --------- --------- $2,469,098 $3,310,579 $3,944,194 --------- --------- --------- NET INCOME $1,520,958 $3,052,028 $1,718,400 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 99,132 $ 188,400 $ 141,030 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,421,826 $2,863,628 $1,577,370 ========= ========= ========= NET INCOME per Unit $ 2.94 $ 5.91 $ 3.26 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------- ---------- ------------- Balance, Dec. 31, 1996 $ 8,937,891 ($342,481) $ 8,595,410 Net income 1,577,370 141,030 1,718,400 Cash distributions ( 3,165,000) ( 186,136) ( 3,351,136) ---------- ------- ---------- Balance, Dec. 31, 1997 $ 7,350,261 ($387,587) $ 6,962,674 Net income 2,863,628 188,400 3,052,028 Cash distributions ( 4,744,000) ( 218,149) ( 4,962,149) ---------- ------- ---------- Balance, Dec. 31, 1998 $ 5,469,889 ($417,336) $ 5,052,553 Net income 1,421,826 99,132 1,520,958 Cash distributions ( 1,269,000) ( 61,991) ( 1,330,991) ---------- ------- ---------- Balance, Dec. 31, 1999 $ 5,622,715 ($380,195) $ 5,242,520 ========== ======= ========== 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,520,958 $3,052,028 $1,718,400 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 599,790 799,874 780,241 Impairment provision - 164,111 684,276 Gain on sale of oil and gas properties ( 6,465) ( 685,375) ( 176,789) (Increase) decrease in accounts receivable- oil and gas sales ( 196,110) 331,278 235,899 (Increase) decrease in accounts receivable - other - 20,975 ( 20,975) (Increase) decrease in deferred charge ( 31,369) 209,555 37,176 Increase (decrease) in accounts payable ( 58,809) ( 61,484) 20,445 Increase (decrease) in gas imbalance payable ( 2,103) ( 16,139) 40,550 Increase (decrease) in accrued liability 41,113 23,275 ( 1,633) --------- --------- --------- Net cash provided by operating activities $1,867,005 $3,838,098 $3,317,590 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 39,957) ($ 280,907) ($ 237,163) Proceeds from sale of oil and gas properties 14,441 787,854 225,375 --------- --------- --------- Net cash provided (used) by investing activities ($ 25,516) $ 506,947 ($ 11,788) --------- --------- --------- F-5 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,330,991) ($4,962,149) ($3,351,136) --------- --------- --------- Net cash used by financing activities ($1,330,991) ($4,962,149) ($3,351,136) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 510,498 ($ 617,104) ($ 45,334) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 213,480 830,584 875,918 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 723,978 $ 213,480 $ 830,584 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-B, an Oklahoma limited partnership, and Geodyne Production Partnership II-B, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-B GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-B Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 372,838 $ 107,021 Accounts receivable: Oil and gas sales 512,039 328,334 --------- --------- Total current assets $ 884,877 $ 435,355 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,259,415 2,569,828 DEFERRED CHARGE 230,320 179,833 --------- --------- $3,374,612 $3,185,016 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 89,312 $ 77,383 Gas imbalance payable 21,890 19,790 --------- --------- Total current liabilities $ 111,202 $ 97,173 ACCRUED LIABILITY $ 97,529 $ 98,681 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 290,773) ($ 320,234) Limited Partners, issued and outstanding, 361,719 Units 3,456,654 3,309,396 --------- --------- Total Partners' capital $3,165,881 $2,989,162 --------- --------- $3,374,612 $3,185,016 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ----------- ---------- REVENUES: Oil and gas sales $2,693,717 $2,492,043 $3,816,269 Interest income 9,475 50,430 19,644 Gain on sale of oil and gas properties 21,562 65,551 203,247 Gas contract settlement income - 2,793,295 - --------- --------- --------- $2,724,754 $5,401,319 $4,039,160 COSTS AND EXPENSES: Lease operating $ 785,484 $ 938,926 $1,062,972 Production tax 174,652 153,573 251,478 Depreciation, depletion, and amortization of oil and gas properties 338,190 532,041 546,957 Impairment provision - - 530,988 General and Administrative 426,100 430,272 451,569 --------- --------- --------- $1,724,426 $2,054,812 $2,843,964 --------- --------- --------- NET INCOME $1,000,328 $3,346,507 $1,195,196 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 63,070 $ 186,085 $ 99,884 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 937,258 $3,160,422 $1,095,312 ========= ========= ========= NET INCOME per Unit $ 2.59 $ 8.74 $ 3.03 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ----------- ---------- ----------- Balance, Dec. 31, 1996 $5,552,662 ($265,183) $5,287,479 Net income 1,095,312 99,884 1,195,196 Cash distributions ( 2,183,000) ( 139,924) ( 2,322,924) --------- ------- --------- Balance, Dec. 31, 1997 $4,464,974 ($305,223) $4,159,751 Net income 3,160,422 186,085 3,346,507 Cash distributions ( 4,316,000) ( 201,096) ( 4,517,096) --------- ------- --------- Balance, Dec. 31, 1998 $3,309,396 ($320,234) $2,989,162 Net income 937,258 63,070 1,000,328 Cash distributions ( 790,000) ( 33,609) ( 823,609) --------- ------- --------- Balance, Dec. 31, 1999 $3,456,654 ($290,773) $3,165,881 ========= ======= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ----------- ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,000,328 $3,346,507 $1,195,196 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 338,190 532,041 546,957 Impairment provision - - 530,988 Gain on sale of oil and gas properties ( 21,562) ( 65,551) ( 203,247) (Increase) decrease in accounts receivable ( 183,705) 236,818 145,056 Increase in deferred charge ( 50,487) ( 10,022) ( 9,708) Increase (decrease) in accounts payable 11,929 ( 64,371) ( 47,491) Increase (decrease) in gas imbalance payable 2,100 ( 4,881) 7,616 Increase (decrease) in accrued liability ( 1,152) 10,162 2,321 --------- --------- --------- Net cash provided by operating activities $1,095,641 $3,980,703 $2,167,688 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 45,756) ($ 83,614) ($ 20,782) Proceeds from sale of oil and gas properties 39,541 82,454 251,335 --------- --------- --------- Net cash provided (used) by investing activities ($ 6,215) ($ 1,160) $ 230,553 --------- --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 823,609) ($4,517,096) ($2,322,924) --------- --------- --------- Net cash used by financing Activities ($ 823,609) ($4,517,096) ($2,322,924) --------- --------- --------- F-11 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 265,817 ($ 537,553) $ 75,317 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 107,021 644,574 569,257 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 372,838 $ 107,021 $ 644,574 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-C, an Oklahoma limited partnership, and Geodyne Production Partnership II-C, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-C GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-C Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 204,820 $ 66,617 Accounts receivable: Oil and gas sales 244,751 157,275 --------- --------- Total current assets $ 449,571 $ 223,892 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,225,550 1,382,430 DEFERRED CHARGE 129,664 153,412 --------- --------- $1,804,785 $1,759,734 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 38,355 $ 29,848 Gas imbalance payable 20,300 38,249 --------- --------- Total current liabilities $ 58,655 $ 68,097 ACCRUED LIABILITY $ 54,063 $ 59,308 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 119,145) ($ 133,264) Limited Partners, issued and outstanding, 154,621 Units 1,811,212 1,765,593 --------- --------- Total Partners' capital $1,692,067 $1,632,329 --------- --------- $1,804,785 $1,759,734 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,296,468 $1,136,474 $1,796,657 Interest income 5,862 25,163 11,360 Gain on sale of oil and gas properties 3,257 177,795 156,919 Gas contract settlement income - 1,197,148 - Other income - - 1,931 --------- --------- --------- $1,305,587 $2,536,580 $1,966,867 COSTS AND EXPENSES: Lease operating $ 345,340 $ 351,162 $ 397,402 Production tax 94,982 75,947 130,419 Depreciation, depletion, and amortization of oil and gas properties 180,007 246,338 268,219 Impairment provision - - 66,617 General and administrative 183,887 184,538 193,799 --------- --------- --------- $ 804,216 $ 857,985 $1,056,456 --------- --------- --------- NET INCOME $ 501,371 $1,678,595 $ 910,411 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 65,752 $ 95,091 $ 57,028 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 435,619 $1,583,504 $ 853,383 ========= ========= ========= NET INCOME per Unit $ 2.82 $ 10.24 $ 5.52 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1996 $2,907,706 ($115,619) $2,792,087 Net income 853,383 57,028 910,411 Cash distributions ( 1,303,000) ( 64,686) ( 1,367,686) --------- ------- --------- Balance, Dec. 31, 1997 $2,458,089 ($123,277) $2,334,812 Net income 1,583,504 95,091 1,678,595 Cash distributions ( 2,276,000) ($105,078) ($2,381,078) --------- ------- --------- Balance, Dec. 31, 1998 $1,765,593 ($133,264) $1,632,329 Net income 435,619 65,752 501,371 Cash distributions ( 390,000) ( 51,633) ( 441,633) --------- ------- --------- Balance, Dec. 31, 1999 $1,811,212 ($119,145) $1,692,067 ========= ======= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 501,371 $1,678,595 $ 910,411 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 180,007 246,338 268,219 Impairment provision - - 66,617 Gain on sale of oil and gas properties ( 3,257) ( 177,795) ( 156,919) (Increase) decrease in accounts receivable - oil and gas sales ( 87,476) 116,124 66,783 (Increase) decrease in accounts receivable - other - 1,931 ( 1,931) (Increase) decrease in deferred charge 23,748 ( 13,791) 25,332 Increase (decrease) in accounts payable 8,507 ( 3,445) ( 36,434) Increase (decrease) in gas imbalance payable ( 17,949) 15,686 12,177 Increase (decrease) in accrued liability ( 5,245) 9,661 ( 19,501) --------- --------- --------- Net cash provided by operating activities $ 599,706 $1,873,304 $1,134,754 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 29,574) ($ 34,333) ($ 5,112) Proceeds from sale of oil and gas properties 9,704 250,629 208,805 --------- --------- ---------- Net cash provided (used) by investing activities ($ 19,870) $ 216,296 $ 203,693 --------- --------- ---------- F-17 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 441,633) ($2,381,078) ($1,367,686) --------- --------- --------- Net cash used by financing Activities ($ 441,633) ($2,381,078) ($1,367,686) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 138,203 ($ 291,478) ($ 29,239) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 66,617 358,095 387,334 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 204,820 $ 66,617 $ 358,095 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-D, an Oklahoma limited partnership, and Geodyne Production Partnership II-D, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-D GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-D Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 547,528 $ 311,556 Accounts receivable: Oil and gas sales 461,491 342,433 --------- --------- Total current assets $1,009,019 $ 653,989 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,315,758 2,726,713 DEFERRED CHARGE 415,812 614,207 --------- --------- $3,740,589 $3,994,909 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 76,408 $ 67,934 Gas imbalance payable 114,149 149,648 --------- --------- Total current liabilities $ 190,557 $ 217,582 ACCRUED LIABILITY $ 146,343 $ 206,215 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 236,260) ($ 247,182) Limited Partners, issued and outstanding, 314,878 Units 3,639,949 3,818,294 --------- --------- Total Partners' capital $3,403,689 $3,571,112 --------- --------- $3,740,589 $3,994,909 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ REVENUES: Oil and gas sales $2,598,616 $2,411,051 $4,314,154 Interest income 15,031 66,699 28,919 Gain on sale of oil and gas properties 36,944 496,238 447,981 Gas contract settlement income - 3,033,646 - Other - - 20,267 --------- --------- --------- $2,650,591 $6,007,634 $4,811,321 COSTS AND EXPENSES: Lease operating $ 924,509 $ 777,607 $1,331,185 Production tax 182,274 168,364 325,902 Depreciation, depletion, and amortization of oil and gas properties 425,805 518,991 689,112 Impairment provision - - 143,957 General and administrative 371,301 374,675 397,583 --------- --------- --------- $1,903,889 $1,839,637 $2,887,739 --------- --------- --------- NET INCOME $ 746,702 $4,167,997 $1,923,582 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 106,047 $ 225,825 $ 127,204 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 640,655 $3,942,172 $1,796,378 ========= ========= ========= NET INCOME per Unit $ 2.03 $ 12.52 $ 5.70 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------ ---------- ------------ Balance, Dec. 31, 1996 $6,627,744 ($218,956) $6,408,788 Net income 1,796,378 127,204 1,923,582 Cash distributions ( 2,852,000) ( 132,251) ( 2,984,251) --------- ------- --------- Balance, Dec. 31, 1997 $5,572,122 ($224,003) $5,348,119 Net income 3,942,172 225,825 4,167,997 Cash distributions ( 5,696,000) ( 249,004) ( 5,945,004) --------- ------- --------- Balance, Dec. 31, 1998 $3,818,294 ($247,182) $3,571,112 Net income 640,655 106,047 746,702 Cash distributions ( 819,000) ( 95,125) ( 914,125) --------- ------- --------- Balance, Dec. 31, 1999 $3,639,949 ($236,260) $3,403,689 ========= ======= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 746,702 $4,167,997 $1,923,582 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 425,805 518,991 689,112 Impairment provision - - 143,957 Gain on sale of oil and gas properties ( 36,944) ( 496,238) ( 447,981) (Increase) decrease in accounts receivable - oil and gas sales ( 119,058) 304,317 146,433 (Increase) decrease in accounts receivable - other - 20,267 ( 20,267) (Increase) decrease in deferred charge 198,395 ( 69,862) 318,794 Increase (decrease) in accounts payable 8,474 ( 18,124) ( 73,909) Increase (decrease) in gas imbalance payable ( 35,499) 42,644 ( 11,309) Decrease in accrued liability ( 59,872) ( 32,868) ( 27,699) --------- --------- --------- Net cash provided by operating activities $1,128,003 $4,437,124 $2,640,713 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 14,850) ($ 1,639) ($ 41,889) Proceeds from sale of oil and gas properties 36,944 669,933 629,832 --------- --------- --------- Net cash provided by investing activities $ 22,094 $ 668,294 $ 587,943 --------- --------- --------- F-23 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 914,125) ($5,945,004) ($2,984,251) --------- --------- --------- Net cash used by financing Activities ($ 914,125) ($5,945,004) ($2,984,251) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 235,972 ($ 839,586) $ 244,405 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 311,556 1,151,142 906,737 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 547,528 $ 311,556 $1,151,142 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-E, an Oklahoma limited partnership, and Geodyne Production Partnership II-E, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-E GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-E Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 450,833 $ 376,779 Accounts receivable: Oil and gas sales 319,501 220,028 --------- --------- Total current assets $ 770,334 $ 596,807 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,035,168 2,388,613 DEFERRED CHARGE 216,068 275,532 --------- --------- $3,021,570 $3,260,952 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 48,834 $ 38,881 Gas imbalance payable 151,074 148,458 --------- --------- Total current liabilities $ 199,908 $ 187,339 ACCRUED LIABILITY $ 42,252 $ 81,050 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 162,586) ($ 173,306) Limited Partners, issued and outstanding, 228,821 Units 2,941,996 3,165,869 --------- --------- Total Partners' capital $2,779,410 $2,992,563 --------- --------- $3,021,570 $3,260,952 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ REVENUES: Oil and gas sales $1,810,725 $1,704,463 $2,616,003 Interest income 14,505 99,814 21,722 Gain on sale of oil and gas properties 23,406 328,245 272,654 Gas contract settlement income - 6,159,355 - --------- --------- --------- $1,848,636 $8,291,877 $2,910,379 COSTS AND EXPENSES: Lease operating $ 429,026 $ 550,014 $ 700,409 Production tax 128,863 122,476 208,912 Depreciation, depletion, and amortization of oil and gas properties 356,203 544,040 626,965 Impairment provision - - 992,851 General and administrative 270,387 276,331 314,835 --------- --------- --------- $1,184,479 $1,492,861 $2,843,972 --------- --------- --------- NET INCOME $ 664,157 $6,799,016 $ 66,407 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 76,030 $ 356,722 $ 66,976 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 588,127 $6,442,294 ($ 569) ========= ========= ========= NET INCOME per Unit $ 2.57 $ 28.15 $ .00 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ---------- --------- ---------- Balance, Dec. 31, 1996 $5,770,144 ($147,595) $5,622,549 Net income ( 569) 66,976 66,407 Cash distributions ( 1,675,000) ( 91,398) ( 1,766,398) --------- ------- --------- Balance, Dec. 31, 1997 $4,094,575 ($172,017) $3,922,558 Net income 6,442,294 356,722 6,799,016 Cash distributions ( 7,371,000) ( 358,011) ( 7,729,011) --------- ------- --------- Balance, Dec. 31, 1998 $3,165,869 ($173,306) $2,992,563 Net income 588,127 76,030 664,157 Cash distributions ( 812,000) ( 65,310) ( 877,310) --------- ------- --------- Balance, Dec. 31, 1999 $2,941,996 ($162,586) $2,779,410 ========= ======= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 664,157 $6,799,016 $ 66,407 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 356,203 544,040 626,965 Impairment provision - - 992,851 Gain on sale of oil and gas properties ( 23,406) ( 328,245) ( 272,654) (Increase) decrease in accounts receivable - oil and gas sales ( 99,473) 195,349 97,196 (Increase) decrease in accounts receivable - other - 110 ( 110) Decrease in deferred charge 59,464 54,999 25,116 Increase (decrease) in accounts payable 9,953 ( 61,722) ( 32,578) Increase (decrease) in gas imbalance payable 2,616 ( 22,631) 9,908 Increase (decrease) in accrued liability ( 38,798) 17,425 4,391 --------- --------- --------- Net cash provided by operating activities $ 930,716 $7,198,341 $1,517,492 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,221) ($ 120,953) ($ 40,623) Proceeds from sale of oil and gas properties 27,869 357,625 431,541 --------- --------- --------- Net cash provided by investing activities $ 20,648 $ 236,672 $ 390,918 --------- --------- --------- F-29 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 877,310) ($7,729,011) ($1,766,398) --------- --------- --------- Net cash used by financing Activities ($ 877,310) ($7,729,011) ($1,766,398) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 74,054 ($ 293,998) $ 142,012 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 376,779 670,777 528,765 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 450,833 $ 376,779 $ 670,777 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-F, an Oklahoma limited partnership, and Geodyne Production Partnership II-F, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-31 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-F GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-F Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 280,098 $ 153,240 Accounts receivable: Oil and gas sales 286,995 187,525 --------- --------- Total current assets $ 567,093 $ 340,765 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,792,192 2,086,592 DEFERRED CHARGE 34,366 46,373 --------- --------- $2,393,651 $2,473,730 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 27,269 $ 24,007 Gas imbalance payable 5,208 4,233 --------- --------- Total current liabilities $ 32,477 $ 28,240 ACCRUED LIABILITY $ 22,508 $ 24,995 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 112,893) ($ 144,763) Limited Partners, issued and outstanding, 171,400 Units 2,451,559 2,565,258 --------- --------- Total Partners' capital $2,338,666 $2,420,495 --------- --------- $2,393,651 $2,473,730 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- REVENUES: Oil and gas sales $1,665,336 $1,444,802 $2,191,389 Interest income 7,673 18,145 17,447 Gain on sale of oil and gas properties 565 657,881 557,746 --------- --------- --------- $1,673,574 $2,120,828 $2,766,582 COSTS AND EXPENSES: Lease operating $ 350,094 $ 301,416 $ 396,093 Production tax 101,253 96,998 150,372 Depreciation, depletion, and amortization of oil and gas properties 306,818 360,697 409,001 Impairment provision - - 1,377,160 General and administrative 201,912 201,745 204,398 --------- --------- --------- $ 960,077 $ 960,856 $2,537,024 --------- --------- --------- NET INCOME $ 713,497 $1,159,972 $ 229,558 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 98,196 $ 71,519 $ 81,927 ========= ========= ========= LIMITED PARTNERS - NET INCOME $ 615,301 $1,088,453 $ 147,631 ========= ========= ========= NET INCOME per Unit $ 3.59 $ 6.35 $ .86 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------ ---------- ---------- Balance, Dec. 31, 1996 $5,315,174 ($105,914) $5,209,260 Net income 147,631 81,927 229,558 Cash distributions ( 1,872,000) ( 119,368) ( 1,991,368) --------- ------- --------- Balance, Dec. 31, 1997 $3,590,805 ($143,355) $3,447,450 Net income 1,088,453 71,519 1,159,972 Cash distributions ( 2,114,000) ( 72,927) ( 2,186,927) --------- ------- --------- Balance, Dec. 31, 1998 $2,565,258 ($144,763) $2,420,495 Net income 615,301 98,196 713,497 Cash distributions ( 729,000) ( 66,326) ( 795,326) --------- ------- --------- Balance, Dec. 31, 1999 $2,451,559 ($112,893) $2,338,666 ========= ======= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 713,497 $1,159,972 $ 229,558 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 306,818 360,697 409,001 Impairment provision - - 1,377,160 Gain on sale of oil and gas properties ( 565) ( 657,881) ( 557,746) (Increase) decrease in accounts receivable - oil and gas sales ( 99,470) 146,569 95,745 Decrease in accounts receivable - general partner - - 15,285 (Increase) decrease in accounts receivable - other - 43 ( 43) Decrease in deferred charge 12,007 10,494 14,836 Increase (decrease) in accounts payable 3,262 ( 40,341) 21,430 Increase (decrease) in gas imbalance payable 975 ( 20,951) ( 6,393) Decrease in accrued liability ( 2,487) ( 2,912) ( 415) --------- --------- --------- Net cash provided by operating activities $ 934,037 $ 955,690 $1,598,418 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 20,155) ($ 75,167) ($ 65,635) Proceeds from sale of oil and gas properties 8,302 717,792 758,534 --------- --------- --------- Net cash provided (used) by investing activities ($ 11,853) $ 642,625 $ 692,899 --------- --------- --------- F-35 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 795,326) ($2,186,927) ($1,991,368) --------- --------- --------- Net cash used by financing Activities ($ 795,326) ($2,186,927) ($1,991,368) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 126,858 ($ 588,612) $ 299,949 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 153,240 741,852 441,903 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 280,098 $ 153,240 $ 741,852 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-G, an Oklahoma limited partnership, and Geodyne Production Partnership II-G, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-37 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-G GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-G Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ---------- ---------- CURRENT ASSETS: Cash and cash equivalents $ 633,816 $ 333,168 Accounts receivable: Oil and gas sales 605,936 398,538 --------- --------- Total current assets $1,239,752 $ 731,706 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,857,776 4,492,141 DEFERRED CHARGE 77,306 101,955 --------- --------- $5,174,834 $5,325,802 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 58,877 $ 51,385 Gas imbalance payable 11,288 9,029 --------- --------- Total current liabilities $ 70,165 $ 60,414 ACCRUED LIABILITY $ 52,863 $ 57,830 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 266,026) ($ 304,885) Limited Partners, issued and outstanding, 372,189 Units 5,317,832 5,512,443 --------- --------- Total Partners' capital $5,051,806 $5,207,558 --------- --------- $5,174,834 $5,325,802 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- REVENUES: Oil and gas sales $3,527,599 $3,072,455 $4,670,245 Interest income 16,880 38,524 37,746 Gain on sale of oil and gas properties 1,063 1,374,966 1,226,822 --------- --------- --------- $3,545,542 $4,485,945 $5,934,813 COSTS AND EXPENSES: Lease operating $ 749,121 $ 643,300 $ 859,059 Production tax 216,108 209,399 326,663 Depreciation, depletion, and amortization of oil and gas properties 660,153 778,782 916,396 Impairment provision - - 3,101,656 General and administrative 438,106 437,963 443,590 --------- --------- --------- $2,063,488 $2,069,444 $5,647,364 --------- --------- --------- NET INCOME $1,482,054 $2,416,501 $ 287,449 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 99,665 $ 150,050 $ 172,947 ========= ========= ========= LIMITED PARTNERS - NET INCOME $1,382,389 $2,266,451 $ 114,502 ========= ========= ========= NET INCOME per Unit $ 3.71 $ 6.09 $ .31 ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------ ---------- ------------- Balance, Dec. 31, 1996 $11,598,490 ($244,312) $11,354,178 Net income 114,502 172,947 287,449 Cash distributions ( 4,022,000) ( 241,027) ( 4,263,027) ---------- ------- ---------- Balance, Dec. 31, 1997 $ 7,690,992 ($312,392) $ 7,378,600 Net income 2,266,451 150,050 2,416,501 Cash distributions ( 4,445,000) ( 142,543) ( 4,587,543) ---------- ------- ---------- Balance, Dec. 31, 1998 $ 5,512,443 ($304,885) $ 5,207,558 Net income 1,382,389 99,665 1,482,054 Cash distributions ( 1,577,000) ( 60,806) ( 1,637,806) ---------- ------- ---------- Balance, Dec. 31, 1999 $ 5,317,832 ($266,026) $ 5,051,806 ========== ======= ========== 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, 1999, 1998, and 1997 1999 1998 1997 ------------ ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,482,054 $2,416,501 $ 287,449 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 660,153 778,782 916,396 Impairment provision - - 3,101,656 Gain on sale of oil and gas properties ( 1,063) ( 1,374,966) ( 1,226,822) Decrease in accounts receivable - general partner - - 34,620 (Increase) decrease in accounts receivable - oil and gas sales ( 207,398) 311,798 201,103 Decrease in deferred charge 24,649 22,022 31,741 Increase (decrease) in accounts payable 7,492 ( 84,376) 42,114 Increase (decrease) in gas imbalance payable 2,259 ( 48,221) ( 14,745) Increase (decrease) in accrued liability ( 4,967) ( 6,279) 7,197 --------- --------- --------- Net cash provided by operating activities $1,963,179 $2,015,261 $3,380,709 --------- --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 42,704) ($ 162,692) ($ 143,657) Proceeds from sale of oil and gas properties 17,979 1,503,817 1,658,135 --------- --------- --------- Net cash provided (used) by investing activities ($ 24,725) $1,341,125 $1,514,478 --------- --------- --------- F-41 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,637,806) ($4,587,543) ($4,263,027) --------- --------- --------- Net cash used by financing Activities ($1,637,806) ($4,587,543) ($4,263,027) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 300,648 ($1,231,157) $ 632,160 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 333,168 1,564,325 932,165 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 633,816 $ 333,168 $1,564,325 ========= ========= ========= 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 In our opinion, the accompanying combined balance sheets and the related combined statements of operations, changes in partners' capital (deficit) and cash flows present fairly, in all material respects, the combined financial position of the Geodyne Energy Income Limited Partnership II-H, an Oklahoma limited partnership, and Geodyne Production Partnership II-H, an Oklahoma general partnership, at December 31, 1999 and 1998, and the combined results of their operations and their cash flows for each of the three years in the period ended December 31, 1999, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Partnerships' management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with auditing standards generally accepted in the United States, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for the opinion expressed above. PricewaterhouseCoopers LLP Tulsa, Oklahoma February 8, 2000 F-43 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP II-H GEODYNE ENERGY INCOME PRODUCTION PARTNERSHIP II-H Combined Balance Sheets December 31, 1999 and 1998 ASSETS ------ 1999 1998 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 147,018 $ 78,275 Accounts receivable: Oil and gas sales 143,876 95,260 --------- --------- Total current assets $ 290,894 $ 173,535 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 906,816 1,057,945 DEFERRED CHARGE 18,072 23,749 --------- --------- $1,215,782 $1,255,229 ========= ========= LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) ------------------------------------------- CURRENT LIABILITIES: Accounts payable $ 14,504 $ 12,408 Gas imbalance payable 2,789 - --------- --------- Total current liabilities $ 17,293 $ 12,408 ACCRUED LIABILITY $ 11,016 $ 12,063 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 66,614) ($ 75,631) Limited Partners, issued and outstanding, 91,711 Units 1,254,087 1,306,389 --------- --------- Total Partners' capital $1,187,473 $1,230,758 --------- --------- $1,215,782 $1,255,229 ========= ========= 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, 1999, 1998, and 1997 1999 1998 1997 ---------- ---------- ---------- REVENUES: Oil and gas sales $ 836,927 $ 733,613 $1,119,734 Interest income 3,613 8,669 8,764 Gain on sale of oil and gas properties 421 317,342 286,788 --------- --------- --------- $ 840,961 $1,059,624 $1,415,286 COSTS AND EXPENSES: Lease operating $ 180,929 $ 154,123 $ 209,123 Production tax 51,729 51,340 80,919 Depreciation, depletion, and amortization of oil and gas properties 157,329 178,994 202,115 Impairment provision - - 785,220 General and administrative 108,016 107,912 109,301 --------- --------- --------- $ 498,003 $ 492,369 $1,386,678 --------- --------- --------- NET INCOME $ 342,958 $ 567,255 $ 28,608 ========= ========= ========= GENERAL PARTNER - NET INCOME $ 23,260 $ 35,089 $ 40,425 ========= ========= ========= LIMITED PARTNERS - NET INCOME (LOSS) $ 319,698 $ 532,166 ($ 11,817) ========= ========= ========= NET INCOME (LOSS) per Unit $ 3.49 $ 5.80 ($ .13) ========= ========= ========= 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, 1999, 1998, and 1997 Limited General Partners Partner Total ------------ --------- ------------ Balance, Dec. 31, 1996 $2,795,040 ($58,835) $2,736,205 Net income (loss) ( 11,817) 40,425 28,608 Cash distributions ( 976,000) ( 60,386) ( 1,036,386) --------- ------ --------- Balance, Dec. 31, 1997 $1,807,223 ($78,796) $1,728,427 Net income 532,166 35,089 567,255 Cash distributions ( 1,033,000) ( 31,924) ( 1,064,924) --------- ------ --------- Balance, Dec. 31, 1998 $1,306,389 ($75,631) $1,230,758 Net income 319,698 23,260 342,958 Cash distributions ( 372,000) ( 14,243) ( 386,243) --------- ------ --------- Balance, Dec. 31, 1999 $1,254,087 ($66,614) $1,187,473 ========= ====== ========= 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, 1999, 1998, and 1997 1999 1998 1997 -------- -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $342,958 $567,255 $ 28,608 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 157,329 178,994 202,115 Impairment provision - - 785,220 Gain on sale of oil and gas properties ( 421) ( 317,342) ( 286,788) (Increase) decrease in accounts receivable - oil and gas sales ( 48,616) 73,573 47,741 Decrease in accounts receivable - general partner - - 9,151 Decrease in deferred charge 5,677 5,770 8,703 Increase (decrease) in accounts payable 2,096 ( 19,517) 8,571 Increase (decrease) in gas imbalance payable 2,789 ( 13,149) ( 3,398) Increase (decrease) in accrued liability ( 1,047) ( 2,585) 509 ------- ------- ------- Net cash provided by operating activities $460,765 $472,999 $800,432 ------- ------- ------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,121) ($ 40,018) ($ 35,978) Proceeds from sale of oil and gas properties 4,342 345,716 414,950 ------- ------- ------- Net cash provided (used) by investing activities ($ 5,779) $305,698 $378,972 ------- ------- ------- F-47 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 386,243) ($1,064,924) ($1,036,386) --------- --------- --------- Net cash used by financing Activities ($ 386,243) ($1,064,924) ($1,036,386) --------- --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 68,743 ($ 286,227) $ 143,018 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 78,275 364,502 $ 221,484 --------- --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 147,018 $ 78,275 $ 364,502 ========= ========= ========= 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, 1999, 1998, and 1997 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization and Nature of Operations The Geodyne Energy Income Limited Partnerships (the "Partnerships") were formed pursuant to a public offering of depositary units ("Units"). Upon formation, investors became limited partners (the "Limited Partners") and held Units issued by each Partnership. Geodyne Resources, Inc. is the general partner of each Partnership. Each Partnership is a general partner in the related Geodyne Production Partnership (the "Production Partnership") in which Geodyne Resources, Inc. serves as the managing partner. Limited Partner capital contributions were contributed to the related Production Partnerships for investment in producing oil and gas properties. The Partnerships were activated on the following dates with the following Limited Partner capital contributions. Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- II-A July 22, 1987 $48,428,300 II-B October 14,1987 36,171,900 II-C January 14, 1988 15,462,100 II-D May 10, 1988 31,487,800 II-E September 27, 1988 22,882,100 II-F January 5, 1989 17,140,000 II-G April 10, 1989 37,218,900 II-H May 17, 1989 9,171,100 The Partnerships will terminate on December 31, 2001 in accordance with the partnership agreements for the Partnerships. However, such partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of these financial statements, the General Partner has not determined whether to extend the term of any Partnership. For purposes of these financial statements, the Partnerships and Production Partnerships are collectively referred to as the "Partnerships" and the general partner and managing partner are collectively referred to as the "General Partner". An affiliate of the General Partner owned the following Units at December 31, 1999: F-49 Number of Percent of Partnership Units Owned Outstanding Units ----------- ----------- ----------------- II-A 93,127 19.2% II-B 70,425 19.5% II-C 37,953 24.5% II-D 51,109 16.2% II-E 46,087 20.1% II-F 28,182 16.4% II-G 50,377 13.5% II-H 16,548 18.0% The Partnerships' sole business is the development and production of oil and gas. Substantially all of the Partnerships' gas reserves are being sold regionally on the "spot market." Due to the highly competitive nature of the spot market, prices on the spot market are subject to wide seasonal and regional pricing fluctuations. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells under short-term purchase contracts at prevailing arrangements which are customary in the oil industry. The prices received for the Partnerships' oil and gas are subject to influences such as global consumption and supply trends. Allocation of Costs and Revenues The combination of the allocation provisions in each Partnership's limited partnership agreement and each Production Partnership's partnership agreement (collectively, the "Partnership Agreement") results in allocations of costs and income between the Limited Partners and General Partner as follows: F-50 Before Payout(1) After Payout(1) -------------------- -------------------- General Limited General Limited Partner Partners Partner Partners -------- -------- -------- -------- Costs(2) - ------------------------ Sales commissions, pay- ment for organization and offering costs and management fee 1% 99% - - Property acquisition costs 1% 99% 1% 99% Identified development drilling 1% 99% 1% 99% Development drilling(3) 5% 95% 15% 85% General and administra- tive costs, direct administrative costs and operating costs(3) 5% 95% 15% 85% Income(2) - ----------------------- Temporary investments of Limited Partners' subscriptions 1% 99% 1% 99% Income from oil and gas production(3) 5% 95% 15% 85% Gain on sale of produc- ing properties(3) 5% 95% 15% 85% All other income(3) 5% 95% 15% 85% - ---------- (1) Payout occurs when total distributions to Limited Partners equal total original Limited Partner subscriptions. (2) The allocations in the table result generally from the combined effect of the allocation provisions in the Partnership Agreements. For example, the costs incurred in development drilling are allocated 95.9596% to the limited partnership and 4.0404% to the managing partner. The 95.9596% portion of these costs allocated to the limited partnership, when passed through the limited partnership, is further allocated 99% to the limited partners and 1% to the general partner. In this manner the Limited Partners are allocated 95% of such costs and the General Partner is allocated 5% of such costs. (3) If at payout, the Limited Partners have received distributions at an annual rate less than 12% of their subscriptions, the percentage of income and costs allocated to the general partner and managing partner will increase to only 10% and the percentage allocated to the Limited Partners will decrease to only 90%. Thereafter, if the F-51 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. The II-C Partnership achieved payout during the fourth quarter of 1998. The II-D, II-E, and II-F Partnerships achieved payout during the second, third, and first quarters of 1999, respectively. The II-A and II-G Partnerships achieved payout during the first quarter of 2000. After payout, operations and revenues for the II-A, II-C, II-D, II-E, II-F, and II-G Partnerships have been and will be allocated using the 10% / 90% after payout percentages as described in Footnote 3 to the table above. 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. Credit Risks Accrued oil and gas sales which are due from a variety of oil and gas purchasers subject the Partnerships to a concentration of credit risk. Some of these purchasers are discussed in Note 3 - Major Customers. Oil and Gas Properties The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion of the General Partners' property screening costs. The acquisition cost to the Partnership of properties acquired by the General Partner is adjusted to reflect the net F-52 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 Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage values. The depreciation, depletion, and amortization rates per equivalent barrel of oil produced during the years ended December 31, 1999, 1998, and 1997 were as follows: Partnership 1999 1998 1997 ----------- ----- ----- ----- II-A $2.18 $2.46 $2.19 II-B 1.68 2.61 2.26 II-C 1.78 2.55 2.24 II-D 2.11 2.47 2.29 II-E 2.61 3.74 3.62 II-F 2.36 2.93 2.87 II-G 2.40 2.98 3.01 II-H 2.42 2.87 2.78 When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties at the field level. If the unamortized costs of oil and gas properties within a field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. During 1999, 1998, and 1997, the Partnerships recorded the following non-cash charges against earnings (impairment provisions): F-53 Partnership 1999 1998 1997 ----------- -------- -------- -------- II-A - $164,111 $223,943 II-B - - 134,003 II-C - - 36,163 II-D - - 143,957 II-E - - 317,979 II-F - - 208,255 II-G - - 489,672 II-H - - 125,223 The risk that the Partnerships will be required to record similar impairment provisions in the future increases as oil and gas prices decrease. In addition, during 1997 the General Partner determined that the Partnerships' unproved properties would be uneconomic to develop and, therefore, of little or no value. This determination was based on an evaluation by the General Partner that it was unlikely that these unproved properties would be developed due to low oil and gas prices and provisions in the Partnership Agreements which limit the level of permissible drilling activity. As a result of this determination, the Partnerships recorded the following non-cash charges against earnings at March 31, 1997 in order to reflect the writing-off of the Partnerships' unproved properties: Partnership Amount ----------- ---------- II-A $ 460,333 II-B 396,985 II-C 30,454 II-D - II-E 674,872 II-F 1,168,905 II-G 2,611,984 II-H 659,997 Deferred Charge The Deferred Charge represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. The rate used in calculating the deferred charge is the average of the annual production costs per Mcf. At December 31, 1999 and 1998, 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: F-54 1999 1998 ---------------------- ---------------------- Partnership Mcf Amount Mcf Amount ----------- -------- -------- --------- --------- II-A 785,230 $732,855 775,894 $701,486 II-B 239,418 230,320 173,183 179,833 II-C 198,567 129,664 206,671 153,412 II-D 534,394 415,812 721,663 614,207 II-E 330,480 216,068 373,755 275,532 II-F 57,459 34,366 81,585 46,373 II-G 128,266 77,306 179,624 101,955 II-H 29,495 18,072 41,907 23,749 Accrued Liability The Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the accrued liability is the average of the annual production costs per Mcf. At December 31, 1999 and 1998, 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: 1999 1998 -------------------- ------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- -------- II-A 237,263 $221,438 199,453 $180,325 II-B 101,382 97,529 95,032 98,681 II-C 82,792 54,063 79,897 59,308 II-D 188,077 146,343 242,292 206,215 II-E 64,625 42,252 109,943 81,050 II-F 37,632 22,508 43,974 24,995 II-G 87,710 52,863 101,886 57,830 II-H 17,979 11,016 21,287 12,063 Oil and Gas Sales and Gas Imbalance Payable The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's F-55 share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. At December 31, 1999 and 1998 total sales exceeded the Partnerships' share of estimated total gas reserves as follows: 1999 1998 -------------------- --------------------- Partnership Mcf Amount Mcf Amount ----------- ------- -------- ------- --------- II-A 82,534 $123,801 83,936 $125,904 II-B 14,593 21,890 13,193 19,790 II-C 13,533 20,300 25,499 38,249 II-D 76,099 114,149 99,765 149,648 II-E 100,716 151,074 98,972 148,458 II-F 3,472 5,208 2,822 4,233 II-G 7,525 11,288 6,019 9,029 II-H 1,859 2,789 - - These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by a negotiated or contractual payment to the underproduced party. 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 F-56 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 by the General Partner. When actual costs incurred benefit other partnerships and affiliates, the allocation of costs is based on the relationship of the Partnerships' reserves to the total reserves owned by all partnerships and affiliates. The General Partner believes this allocation method is reasonable. Although the actual costs incurred by the General Partner and its affiliates have fluctuated during the three years presented, the amounts charged to the Partnerships have not fluctuated due to expense limitations imposed by the Partnership Agreements. The following is a summary of payments made to the General Partner or its affiliates by the Partnerships for general and administrative overhead costs for the years ended December 31, 1999, 1998, and 1997: Partnership 1999 1998 1997 ----------- -------- -------- -------- II-A $509,772 $509,772 $509,772 II-B 380,760 380,760 380,760 II-C 162,756 162,756 162,756 II-D 331,452 331,452 331,452 II-E 240,864 240,864 240,864 II-F 180,420 180,420 180,420 II-G 391,776 391,776 391,776 II-H 96,540 96,540 96,540 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with these activities, together with any compressor rentals, consulting, or other services provided. Such charges are comparable to third party charges in the area where the wells are located and are the same as charged to other working interest owners in the wells. F-57 3. MAJOR CUSTOMERS The following table sets forth purchasers who individually accounted for ten percent or more of each Partnership's combined oil and gas sales for the years ended December 31, 1999, 1998, and 1997: Partnership Purchaser Percentage - ----------- ------------------------ ------------------------ 1999 1998 1997 ----- ----- ----- II-A El Paso Energy Marketing Company ("El Paso") 29.3% 32.8% 29.7% Amoco Production Company 16.3% 13.0% 14.8% Hallwood Petroleum, Inc. ("Hallwood') - 10.1% 12.1% II-B El Paso 37.6% 37.6% 31.8% Hallwood 13.6% 15.6% 16.3% II-C El Paso 35.4% 36.2% 29.3% II-D El Paso 27.6% 28.4% 22.8% Vintage Petroleum Inc. 10.7% 10.9% - II-E El Paso 46.3% 47.8% 41.3% II-F El Paso 23.7% 30.8% 24.5% Chevron U.S.A. Inc. ("Chevron") 10.4% 13.2% - Texaco Exploration and Production, Inc. ("Texaco") 10.0% 12.7% 11.1% II-G El Paso 23.5% 30.6% 24.3% Chevron 10.3% 13.0% - Texaco 10.1% 12.8% 11.1% II-H El Paso 23.3% 30.2% 23.9% Texaco 10.2% 12.8% 11.1% Chevron - 12.6% - 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. F-58 4. SUPPLEMENTAL OIL AND GAS INFORMATION The following supplemental information regarding the oil and gas activities of the Partnerships is presented pursuant to the disclosure requirements promulgated by the SEC. Capitalized Costs The capitalized costs and accumulated depreciation, depletion, amortization, and valuation allowance at December 31, 1999 and 1998 were as follows: II-A Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $30,969,868 $31,003,185 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 27,428,381) ( 26,893,889) ---------- ---------- Net oil and gas Properties $ 3,541,487 $ 4,109,296 ========== ========== II-B Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $21,399,549 $21,466,096 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,140,134) ( 18,896,268) ---------- ---------- Net oil and gas Properties $ 2,259,415 $ 2,569,828 ========== ========== F-59 II-C Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $ 9,295,714 $ 9,312,977 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 8,070,164) ( 7,930,547) ---------- ---------- Net oil and gas Properties $ 1,225,550 $ 1,382,430 ========== ========== II-D Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $16,790,252 $16,994,856 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 14,474,494) ( 14,268,143) ---------- ---------- Net oil and gas Properties $ 2,315,758 $ 2,726,713 ========== ========== II-E Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $14,907,547 $15,313,160 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 12,872,379) ( 12,924,547) ---------- ---------- Net oil and gas Properties $ 2,035,168 $ 2,388,613 ========== ========== F-60 II-F Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $11,059,749 $11,240,487 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 9,267,557) ( 9,153,895) ---------- ---------- Net oil and gas Properties $ 1,792,192 $ 2,086,592 ========== ========== II-G Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $23,632,847 $24,013,074 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 19,775,071) ( 19,520,933) ---------- ---------- Net oil and gas Properties $ 3,857,776 $ 4,492,141 ========== ========== II-H Partnership ---------------- 1999 1998 ------------- ------------- Proved properties $ 5,681,892 $5,770,764 Less accumulated deprecia- tion, depletion, amorti- zation, and valuation allowance ( 4,775,076) ( 4,712,819) --------- --------- Net oil and gas Properties $ 906,816 $1,057,945 ========= ========= F-61 Costs Incurred The Partnerships incurred no costs in connection with oil and gas acquisition or exploration activities during 1999, 1998, or 1997. Costs incurred by the Partnerships in connection with oil and gas property development activities during 1999, 1998, and 1997 were as follows: Partnership 1999 1998 1997 ----------- -------- -------- -------- II-A $39,957 $280,907 $237,163 II-B 45,756 83,614 20,782 II-C 29,574 34,333 5,112 II-D 14,850 1,639 41,889 II-E 7,221 120,953 40,623 II-F 20,155 75,167 65,635 II-G 42,704 162,692 143,657 II-H 10,121 40,018 35,978 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, 1999, 1998, and 1997 were estimated by petroleum engineers employed by affiliates of the Partnerships. Certain reserve information was reviewed by Ryder Scott Company, L.P., an independent petroleum engineering firm. The following information includes certain gas balancing adjustments which cause the gas volumes to differ from the reserve reports prepared by the General Partner and reviewed by Ryder Scott. F-62 II-A Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 695,390 9,255,329 Production (105,866) (1,505,818) Sales of minerals in place ( 34,321) ( 45,413) Extensions and discoveries 34,300 52,013 Revision of previous estimates ( 50,160) 600,326 ------- --------- Proved reserves, Dec. 31, 1997 539,343 8,356,437 Production ( 86,428) (1,433,552) Sales of minerals in place ( 7,026) ( 512,403) Extensions and discoveries 14,823 335,915 Revision of previous estimates (100,249) 986,384 ------- --------- Proved reserves, Dec. 31, 1998 360,463 7,732,781 Production ( 84,033) (1,149,550) Extensions and discoveries 3,888 28,864 Revision of previous estimates 449,713 435,306 ------- --------- Proved reserves, Dec. 31, 1999 730,031 7,047,401 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 539,105 8,330,114 ======= ========= December 31, 1998 360,463 7,732,781 ======= ========= December 31, 1999 729,967 7,045,456 ======= ========= F-63 II-B Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 503,394 5,589,703 Production ( 67,591) (1,047,458) Sales of minerals in place ( 21,955) ( 29,512) Extensions and discoveries 418 50,003 Revision of previous estimates ( 26,401) 666,361 ------- --------- Proved reserves, Dec. 31, 1997 387,865 5,229,097 Production ( 53,095) ( 904,066) Sales of minerals in place ( 218) ( 70,834) Extensions and discoveries 14 93,326 Revision of previous estimates ( 94,739) 963,230 ------- --------- Proved reserves, Dec. 31, 1998 239,827 5,310,753 Production ( 56,749) ( 870,203) Extensions and discoveries 6,352 47,148 Revision of previous estimates 262,357 785,597 ------- --------- Proved reserves, Dec. 31, 1999 451,787 5,273,295 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 387,865 5,229,097 ======= ========= December 31, 1998 239,827 5,310,753 ======= ========= December 31, 1999 451,787 5,273,295 ======= ========= F-64 II-C Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 203,909 4,258,644 Production ( 22,753) ( 582,748) Sales of minerals in place ( 10,618) ( 149,343) Extensions and discoveries 179 21,431 Revision of previous estimates ( 8,570) 341,899 ------- --------- Proved reserves, Dec. 31, 1997 162,147 3,889,883 Production ( 16,806) ( 478,643) Sales of minerals in place ( 7,580) ( 252,950) Extensions and discoveries - 33,756 Revision of previous estimates ( 19,094) 411,699 ------- --------- Proved reserves, Dec. 31, 1998 118,667 3,603,745 Production ( 17,691) ( 500,545) Extensions and discoveries 2,725 20,208 Revision of previous estimates 83,580 483,041 ------- --------- Proved reserves, Dec. 31, 1999 187,281 3,606,449 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 162,147 3,889,883 ======= ========= December 31, 1998 118,667 3,603,745 ======= ========= December 31, 1999 187,281 3,606,449 ======= ========= F-65 II-D Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 495,079 11,012,174 Production ( 50,413) ( 1,501,911) Sales of minerals in place ( 42,059) ( 517,136) Revision of previous estimates ( 19,568) 262,802 ------- ---------- Proved reserves, Dec. 31, 1997 383,039 9,255,929 Production ( 37,733) ( 1,034,372) Sales of minerals in place ( 13,129) ( 478,907) Revision of previous estimates ( 75,195) 482,043 ------- ---------- Proved reserves, Dec. 31, 1998 256,982 8,224,693 Production ( 33,890) ( 1,010,194) Revision of previous estimates 314,019 1,272,422 ------- ---------- Proved reserves, Dec. 31, 1999 537,111 8,486,921 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1997 383,039 9,225,929 ======= ========== December 31, 1998 256,982 8,224,693 ======= ========== December 31, 1999 537,111 8,486,921 ======= ========== F-66 II-E Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 303,372 5,696,474 Production ( 42,668) ( 783,379) Sales of minerals in place ( 14,134) ( 349,468) Extensions and discoveries 2,502 30,709 Revision of previous estimates ( 11,878) 479,666 ------- --------- Proved reserves, Dec. 31, 1997 237,194 5,074,002 Production ( 37,508) ( 647,841) Sales of minerals in place ( 12,363) ( 95,923) Extensions and discoveries 4,016 25,354 Revision of previous estimates ( 28,140) 104,040 ------- --------- Proved reserves, Dec. 31, 1998 163,199 4,459,632 Production ( 32,352) ( 624,562) Revision of previous estimates 126,214 253,008 ------- --------- Proved reserves, Dec. 31, 1999 257,061 4,088,078 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 237,194 5,074,002 ======= ========= December 31, 1998 163,199 4,459,632 ======= ========= December 31, 1999 257,061 4,088,078 ======= ========= F-67 II-F Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 365,138 4,671,485 Production ( 45,014) ( 586,444) Sales of minerals in place ( 31,639) ( 403,487) Extensions and discoveries 3,045 75,566 Revision of previous estimates 24,289 186,939 ------- --------- Proved reserves, Dec. 31, 1997 315,819 3,944,059 Production ( 36,915) ( 516,917) Sales of minerals in place ( 30,197) ( 195,711) Extensions and discoveries 15,660 204,591 Revision of previous estimates ( 23,426) 189,290 ------- --------- Proved reserves, Dec. 31, 1998 240,941 3,625,312 Production ( 34,859) ( 569,382) Sales of minerals in place ( 183) ( 1,546) Revision of previous Estimates 82,817 160,740 ------- --------- Proved reserves, Dec. 31, 1999 288,716 3,215,124 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 311,286 3,887,405 ======= ========= December 31, 1998 240,941 3,625,312 ======= ========= December 31, 1999 288,716 3,215,124 ======= ========= F-68 II-G Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------ Proved reserves, Dec. 31, 1996 769,142 10,122,558 Production ( 94,553) ( 1,256,464) Sales of minerals in place ( 66,947) ( 957,722) Extensions and discoveries 6,399 158,060 Revision of previous estimates 50,299 382,356 ------- ---------- Proved reserves, Dec. 31, 1997 664,340 8,448,788 Production ( 77,421) ( 1,105,661) Sales of minerals in place ( 63,148) ( 412,018) Extensions and discoveries 33,192 439,223 Revision of previous estimates ( 49,470) 397,952 ------- ---------- Proved reserves, Dec. 31, 1998 507,493 7,768,284 Production ( 73,361) ( 1,210,210) Sales of minerals in place ( 414) ( 3,502) Revision of previous Estimates 173,496 343,572 ------- ---------- Proved reserves, Dec. 31, 1999 607,214 6,898,144 ======= ========== PROVED DEVELOPED RESERVES: December 31, 1997 654,514 8,325,952 ======= ========== December 31, 1998 507,493 7,768,284 ======= ========== December 31, 1999 607,214 6,898,144 ======= ========== F-69 II-H Partnership ---------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 1996 180,002 2,493,240 Production ( 21,998) ( 304,593) Sales of minerals in place ( 15,766) ( 267,732) Extensions and discoveries 1,500 36,590 Revision of previous estimates 11,702 87,477 ------- --------- Proved reserves, Dec. 31, 1997 155,440 2,044,982 Production ( 17,978) ( 266,337) Sales of minerals in place ( 14,518) ( 96,575) Extensions and discoveries 7,874 106,568 Revision of previous estimates ( 11,652) 93,717 ------- --------- Proved reserves, Dec. 31, 1998 119,166 1,882,355 Production ( 17,055) ( 287,724) Sales of minerals in place ( 110) ( 925) Revision of previous Estimates 40,154 79,652 ------- --------- Proved reserves, Dec. 31, 1999 142,155 1,673,358 ======= ========= PROVED DEVELOPED RESERVES: December 31, 1997 153,015 2,014,661 ======= ========= December 31, 1998 119,166 1,882,355 ======= ========= December 31, 1999 142,155 1,673,358 ======= ========= F-70 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, 1999 relating to proved oil and gas reserves based on the standardized measure as prescribed in SFAS No. 69: Partnership ---------------------------------- II-A II-B ------------- ------------- Future cash inflows $32,560,933 $22,234,028 Future production and development costs ( 11,218,519) ( 7,407,239) ---------- ---------- Future net cash flows $21,342,414 $14,826,789 10% discount to reflect timing of cash flows ( 8,772,202) ( 5,446,450) ---------- ---------- Standardized measure of discounted future net cash flows $12,570,212 $ 9,380,339 ========== ========== F-71 Partnership ---------------------------------- II-C II-D ------------- ------------- Future cash inflows $12,441,261 $30,279,331 Future production and development costs ( 3,759,714) ( 10,464,950) ---------- ---------- Future net cash flows $ 8,681,547 $19,814,381 10% discount to reflect timing of cash flows ( 3,612,713) ( 8,687,253) ---------- ---------- Standardized measure of discounted future net cash flows $ 5,068,834 $11,127,128 ========== ========== Partnership ---------------------------------- II-E II-F ------------- ------------- Future cash inflows $14,869,537 $13,734,585 Future production and development costs ( 4,478,341) ( 3,599,080) ---------- ---------- Future net cash flows $10,391,196 $10,135,505 10% discount to reflect timing of cash flows ( 4,109,455) ( 4,325,066) ---------- ---------- Standardized measure of discounted future net cash flow $ 6,281,741 $ 5,810,439 ========== ========== F-72 Partnership ---------------------------------- II-G II-H ------------- ------------- Future cash inflows $29,209,285 $ 6,977,383 Future production and development costs ( 7,713,823) ( 1,864,139) ---------- ---------- Future net cash flows $21,495,462 $ 5,113,244 10% discount to reflect timing of cash flows ( 9,170,889) ( 2,181,990) ---------- ---------- Standardized measure of discounted future net cash flows $12,324,573 $ 2,931,254 ========== ========== 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. The Partnerships' reserves were determined at December 31, 1999 using oil and gas prices of approximately $22.75 per barrel and $2.24 per Mcf, respectively. F-73 INDEX TO EXHIBITS ----------------- Number Description - ------ ----------- 4.1 The Certificate and Agreements of Limited Partnership for the following Partnerships have been previously filed with the SEC 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 SEC 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 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 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. F-74 4.4 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 filed with the SEC 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-C, filed as Exhibit 4.3 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-D, filed as Exhibit 4.4 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-E, filed as Exhibit 4.5 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-F, filed as Exhibit 4.6 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-G, filed as Exhibit 4.7 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC 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-H, filed as Exhibit 4.8 to Registrant's Current Report on Form 8-K dated August 2, 1993 filed with the SEC on August 10, 1993 and is hereby incorporated by reference. F-75 4.11 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-E, filed as Exhibit 4.12 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. 4.12 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-F, filed as Exhibit 4.13 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. 4.13 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-G, filed as Exhibit 4.14 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. 4.14 Third Amendment to Agreement and Certificate of Limited Partnership of Geodyne Energy Income Limited Partnership II-H, filed as Exhibit 4.15 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed with the SEC on April 4, 1996 and is hereby incorporated by reference. *23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-A. *23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income Limited Partnership II-B. *23.3 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-C. *23.4 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-D. *23.5 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-E. *23.6 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-F. *23.7 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-G. *23.8 Consent of Ryder Scott Company L.P. for Geodyne Energy Income Limited Partnership II-H. F-76 *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. *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, 1999 and for the year ended December 31, 1999. All other Exhibits are omitted as inapplicable. ---------- * Filed herewith. F-77 EX-23.1 2 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-A. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.2 3 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-B. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.3 4 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-C. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.4 5 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-D. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.5 6 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-E. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.6 7 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-F. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.7 8 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-G. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-23.8 9 RYDER SCOTT CONSENT RYDER SCOTT COMPANY PETROLEUM CONSULTANTS Fax (713) 651-0849 1100 Louisiana Suite 3800 Houston, Texas 77002-5218 Telephone (713) 651-9191 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, 1999 for Geodyne Energy Income Limited Partnership II-H. RYDER SCOTT COMPANY, L.P. Houston, Texas February 4, 2000 EX-27.1 10 FDS --
5 0000824894 GEODYNE ENERGY INCOME LIMITED PSHIP II-A 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 723,978 0 702,392 0 0 1,426,370 30,969,868 27,428,381 5,700,712 236,754 0 0 0 0 5,242,520 5,700,712 3,762,931 3,990,056 0 2,469,098 0 0 0 1,520,958 0 1,520,958 0 0 0 1,520,958 2.94 0
EX-27.2 11 FDS --
5 0000826345 GEODYNE ENERGY INCOME LIMITED PSHIP II-B 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 372,838 0 512,039 0 0 884,877 21,399,549 19,140,134 3,374,612 111,202 0 0 0 0 3,165,881 3,374,612 2,693,717 2,724,754 0 1,724,426 0 0 0 1,000,328 0 1,000,328 0 0 0 1,000,328 2.59 0
EX-27.3 12 FDS --
5 0000833054 GEODYNE ENERGY INCOME LIMITED PSHIP II-C 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 204,820 0 244,751 0 0 449,571 9,295,714 8,070,164 1,804,785 58,655 0 0 0 0 1,692,067 1,804,785 1,296,468 1,305,587 0 804,216 0 0 0 501,371 0 501,371 0 0 0 501,371 2.82 0
EX-27.4 13 FDS --
5 0000833526 GEODYNE ENERGY INCOME LIMITED PSHIP II-D 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 547,528 0 461,491 0 0 1,009,019 16,790,252 14,474,494 3,740,589 190,557 0 0 0 0 3,403,689 3,740,589 2,598,616 2,650,591 0 1,903,889 0 0 0 746,702 0 746,702 0 0 0 746,702 2.03 0
EX-27.5 14 FDS --
5 0000842881 GEODYNE ENERGY INCOME LIMITED PSHIP II-E 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 450,833 0 319,501 0 0 770,334 14,907,547 12,872,379 3,021,570 199,908 0 0 0 0 2,779,410 3,021,570 1,810,725 1,848,636 0 1,184,479 0 0 0 664,157 0 664,157 0 0 0 664,157 2.57 0
EX-27.6 15 FDS --
5 0000850506 GEODYNE ENERGY INCOME LIMITED PSHIP II-F 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 280,098 0 286,995 0 0 567,093 11,059,749 9,267,557 2,393,651 32,477 0 0 0 0 2,338,666 2,393,651 1,665,336 1,673,574 0 960,077 0 0 0 713,497 0 713,497 0 0 0 713,497 3.59 0
EX-27.7 16 FDS --
5 0000851724 GEODYNE ENERGY INCOME LIMITED PSHIP II-G 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 633,816 0 605,936 0 0 1,239,752 23,632,847 19,775,071 5,174,834 70,165 0 0 0 0 5,051,806 5,174,834 3,527,599 3,545,542 0 2,063,488 0 0 0 1,482,054 0 1,482,054 0 0 0 1,482,054 3.71 0
EX-27.8 17 FDS --
5 0000854062 GEODYNE ENERGY INCOME LIMITED PSHIP II-H 12-MOS DEC-31-1999 JAN-01-1999 DEC-31-1999 147,018 0 143,876 0 0 290,894 5,681,892 4,775,076 1,215,782 17,293 0 0 0 0 1,187,473 1,215,782 836,927 840,961 0 498,003 0 0 0 342,958 0 342,958 0 0 0 342,958 3.49 0
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