SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 1998 Commission File Number: III-A: 0-18302 III-B: 0-18636 III-C: 0-18634 III-D: 0-18936 III-E: 0-19010 III-F: 0-19102 III-G: 0-19563 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G --------------------------------------------------------- (Exact name of Registrant as specified in its Articles) III-A 73-1352993 III-B 73-1358666 III-C 73-1356542 III-D 73-1357374 III-E 73-1367188 III-F 73-1377737 Oklahoma III-G 73-1377828 - ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 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 such filing requirements for the past 90 days. Yes X No ------ ------ 1 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 330,161 $ 522,371 Accounts receivable: Oil and gas sales 347,765 524,541 Other - 308 ---------- ---------- Total current assets $ 677,926 $1,047,220 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,408,823 2,669,949 DEFERRED CHARGE 199,722 199,722 ---------- ---------- $3,286,471 $3,916,891 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 33,357 $ 39,622 Gas imbalance payable 38,418 38,418 ---------- ---------- Total current liabilities $ 71,775 $ 78,040 ACCRUED LIABILITY $ 51,905 $ 51,905 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 209,493) ($ 198,271) Limited Partners, issued and outstanding, 263,976 units 3,372,284 3,985,217 ---------- ---------- Total Partners' capital $3,162,791 $3,786,946 ---------- ---------- $3,286,471 $3,916,891 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 2 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- --------- REVENUES: Oil and gas sales $528,972 $850,857 Interest income 4,634 8,201 Gain on sale of oil and gas properties 11,927 11,503 -------- -------- $545,533 $870,561 COSTS AND EXPENSES: Lease operating $131,298 $131,357 Production tax 44,517 76,143 Depreciation, depletion, and amortization of oil and gas properties 127,805 237,375 General and administrative (Note 2) 73,302 84,383 -------- -------- $376,922 $529,258 -------- -------- NET INCOME $168,611 $341,303 ======== ======== GENERAL PARTNER - NET INCOME $ 13,311 $ 26,150 ======== ======== LIMITED PARTNERS - NET INCOME $155,300 $315,153 ======== ======== NET INCOME per unit $ .59 $ 1.19 ======== ======== UNITS OUTSTANDING 263,976 263,976 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 3 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,145,173 $1,866,601 Interest income 10,597 13,478 Gain (loss) on sale of oil and gas properties 20,041 ( 10,455) ---------- ---------- $1,175,811 $1,869,624 COSTS AND EXPENSES: Lease operating $ 210,655 $ 261,989 Production tax 88,936 148,238 Depreciation, depletion, and amortization of oil and gas properties 271,374 485,351 Impairment provision - 1,617,006 General and administrative (Note 2) 164,433 164,737 ---------- ---------- $ 735,398 $2,677,321 ---------- ---------- NET INCOME (LOSS) $ 440,413 ($ 807,697) ========== ========== GENERAL PARTNER - NET INCOME $ 32,346 $ 43,035 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 408,067 ($ 850,732) ========== ========== NET INCOME (LOSS) per unit $ 1.55 ($ 3.22) ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 4 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 440,413 ($ 807,697) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 271,374 485,351 Impairment provision - 1,617,006 (Gain) loss on sale of oil and gas properties ( 20,041) 10,455 Decrease in accounts receivable - oil and gas sales 176,776 174,966 Decrease in accounts receivable - other 308 - Decrease in accounts payable ( 6,265) ( 4,825) ---------- ---------- Net cash provided by operating activities $ 862,565 $1,475,256 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,009) $ - Proceeds from sale of oil and gas properties 21,802 514,004 ---------- ---------- Net cash provided by investing activities $ 9,793 $ 514,004 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,064,568) ($1,457,030) ---------- ---------- Net cash used by financing activities ($1,064,568) ($1,457,030) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 192,210) $ 532,230 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 522,371 610,116 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 330,161 $1,142,346 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 5 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 147,568 $ 305,288 Accounts receivable: Oil and gas sales 204,642 307,724 Other - 130 ---------- ---------- Total current assets $ 352,210 $ 613,142 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,349,713 1,499,148 DEFERRED CHARGE 136,296 136,296 ---------- ---------- $1,838,219 $2,248,586 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 19,773 $ 19,432 Gas imbalance payable 6,676 6,676 ---------- ---------- Total current liabilities $ 26,449 $ 26,108 ACCRUED LIABILITY $ 28,494 $ 28,494 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 89,270) ($ 97,840) Limited Partners, issued and outstanding, 138,336 units 1,872,546 2,291,824 ---------- ---------- Total Partners' capital $1,783,276 $2,193,984 ---------- ---------- $1,838,219 $2,248,586 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 6 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- --------- REVENUES: Oil and gas sales $304,200 $501,249 Interest income 2,437 4,541 Gain on sale of oil and gas properties - 2,520 -------- -------- $306,637 $508,310 COSTS AND EXPENSES: Lease operating $ 87,537 $ 72,004 Production tax 25,488 43,524 Depreciation, depletion, and amortization of oil and gas properties 75,547 136,406 General and administrative (Note 2) 38,360 44,220 -------- -------- $226,932 $296,154 -------- -------- NET INCOME $ 79,705 $212,156 ======== ======== GENERAL PARTNER - NET INCOME $ 22,167 $ 15,837 ======== ======== LIMITED PARTNERS - NET INCOME $ 57,538 $196,319 ======== ======== NET INCOME per unit $ .42 $ 1.42 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 7 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $690,483 $1,094,356 Interest income 5,890 7,661 Gain (loss) on sale of oil and gas properties 815 ( 7,673) -------- ---------- $697,188 $1,094,344 COSTS AND EXPENSES: Lease operating $130,947 $ 158,262 Production tax 53,738 85,550 Depreciation, depletion, and amortization of oil and gas properties 163,207 275,709 Impairment provision - 738,122 General and administrative (Note 2) 86,134 86,447 -------- ---------- $434,026 $1,344,090 -------- ---------- NET INCOME (LOSS) $263,162 ($ 249,746) ======== ========== GENERAL PARTNER - NET INCOME $ 61,440 $ 27,683 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $201,722 ($ 277,429) ======== ========== NET INCOME (LOSS) per unit $ 1.46 ($ 2.01) ======== ========== UNITS OUTSTANDING 138,336 138,336 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 8 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $263,162 ($249,746) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 163,207 275,709 Impairment provision - 738,122 (Gain) loss on sale of oil and gas properties ( 815) 7,673 Decrease in accounts receivable - oil and gas sales 103,082 97,603 Decrease in accounts receivable - other 130 - Increase (decrease) in accounts payable 341 ( 1,159) -------- -------- Net cash provided by operating activities $529,107 $868,202 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,772) $ - Proceeds from sale of oil and gas properties 815 251,187 -------- -------- Net cash provided (used) by investing activities ($ 12,957) $251,187 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($673,870) ($878,703) -------- -------- Net cash used by financing activities ($673,870) ($878,703) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($157,720) $240,686 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 305,288 376,603 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $147,568 $617,289 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 534,505 $ 540,911 Accounts receivable: Oil and gas sales 373,582 497,683 Other - 54 ---------- ---------- Total current assets $ 908,087 $1,038,648 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,235,610 3,442,631 DEFERRED CHARGE 86,649 86,649 ---------- ---------- $4,230,346 $4,567,928 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 44,132 $ 53,049 Gas imbalance payable 30,493 30,493 ---------- ---------- Total current liabilities $ 74,625 $ 83,542 ACCRUED LIABILITY $ 142,828 $ 142,828 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 180,817) ($ 171,438) Limited Partners, issued and outstanding, 244,536 units 4,193,710 4,512,996 ---------- ---------- Total Partners' capital $4,012,893 $4,341,558 ---------- ---------- $4,230,346 $4,567,928 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 10 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $553,291 $658,254 Interest income 5,201 6,155 Gain on sale of oil and gas properties 238,632 59,929 -------- -------- $797,124 $724,338 COSTS AND EXPENSES: Lease operating $134,020 $105,808 Production tax 41,763 49,743 Depreciation, depletion, and amortization of oil and gas properties 144,719 180,778 General and administrative (Note 2) 68,021 77,297 -------- -------- $388,523 $413,626 -------- -------- NET INCOME $408,601 $310,712 ======== ======== GENERAL PARTNER - NET INCOME $ 25,959 $ 22,166 ======== ======== LIMITED PARTNERS - NET INCOME $382,642 $288,546 ======== ======== NET INCOME per unit $ 1.57 $ 1.18 ======== ======== UNITS OUTSTANDING 244,536 244,536 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 11 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,234,156 $1,600,086 Interest income 10,949 10,692 Gain on sale of oil and gas properties 405,333 55,672 ---------- ---------- $1,650,438 $1,666,450 COSTS AND EXPENSES: Lease operating $ 240,709 $ 252,645 Production tax 88,703 120,242 Depreciation, depletion, and amortization of oil and gas properties 282,806 387,216 Impairment provision - 1,696,417 General and administrative (Note 2) 152,453 157,971 ---------- ---------- $ 764,671 $2,614,491 ---------- ---------- NET INCOME (LOSS) $ 885,767 ($ 948,041) ========== ========== GENERAL PARTNER - NET INCOME $ 55,053 $ 35,409 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 830,714 ($ 983,450) ========== ========== NET INCOME (LOSS) per unit $ 3.40 ($ 4.02) ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 12 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 885,767 ($ 948,041) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 282,806 387,216 Impairment provision - 1,696,417 Gain on sale of oil and gas properties ( 405,333) ( 55,672) Decrease in accounts receivable - oil and gas sales 124,101 186,766 Decrease in accounts receivable - General Partner - 35,086 Decrease in accounts receivable - other 54 - Decrease in accounts payable ( 8,917) ( 15,381) ---------- ---------- Net cash provided by operating activities $ 878,478 $1,286,391 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 114,444) $ - Proceeds from sale of oil and gas properties 443,992 151,318 ---------- ---------- Net cash provided by investing activities $ 329,548 $ 151,318 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,214,432) ($1,365,150) ---------- ---------- Net cash used by financing activities ($1,214,432) ($1,365,150) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 6,406) $ 72,559 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 540,911 537,233 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 534,505 $ 609,792 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 236,221 $ 298,964 Accounts receivable: Oil and gas sales 307,552 361,775 ---------- ---------- Total current assets $ 543,773 $ 660,739 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,108,673 2,211,248 DEFERRED CHARGE 18,875 18,875 ---------- ---------- $2,671,321 $2,890,862 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 65,274 $ 114,286 ---------- ---------- Total current liabilities $ 65,274 $ 114,286 ACCRUED LIABILITY $ 201,934 $ 201,934 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 63,538) ($ 62,091) Limited Partners, issued and outstanding, 131,008 units 2,467,651 2,636,733 ---------- ---------- Total Partners' capital $2,404,113 $2,574,642 ---------- ---------- $2,671,321 $2,890,862 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 14 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $434,401 $490,474 Interest income 1,973 3,982 Gain on sale of oil and gas properties 34,618 18,488 -------- -------- $470,992 $512,944 COSTS AND EXPENSES: Lease operating $130,236 $146,648 Production tax 30,165 33,046 Depreciation, depletion, and amortization of oil and gas properties 80,961 102,659 General and administrative (Note 2) 36,314 41,933 -------- -------- $277,676 $324,286 -------- -------- NET INCOME $193,316 $188,658 ======== ======== GENERAL PARTNER - NET INCOME $ 12,806 $ 13,340 ======== ======== LIMITED PARTNERS - NET INCOME $180,510 $175,318 ======== ======== NET INCOME per unit $ 1.38 $ 1.34 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 15 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $912,164 $1,261,524 Interest income 4,770 6,417 Gain on sale of oil and gas properties 58,772 20,468 -------- ---------- $975,706 $1,288,409 COSTS AND EXPENSES: Lease operating $278,473 $ 324,874 Production tax 59,696 89,602 Depreciation, depletion, and amortization of oil and gas properties 157,568 217,457 Impairment provision - 932,243 General and administrative (Note 2) 82,093 85,277 -------- ---------- $577,830 $1,649,453 -------- ---------- NET INCOME (LOSS) $397,876 ($ 361,044) ======== ========== GENERAL PARTNER - NET INCOME $ 25,958 $ 27,615 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $371,918 ($ 388,659) ======== ========== NET INCOME (LOSS) per unit $ 2.84 ($ 2.97) ======== ========== UNITS OUTSTANDING 131,008 131,008 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 16 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $397,876 ($361,044) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 157,568 217,457 Impairment provision - 932,243 Gain on sale of oil and gas properties ( 58,772) ( 20,468) Decrease in accounts receivable - oil and gas sales 54,223 95,612 Decrease in accounts payable ( 49,012) ( 56,355) -------- -------- Net cash provided by operating activities $501,883 $807,445 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 58,992) ($ 3,630) Proceeds from sale of oil and gas properties 62,771 22,200 -------- -------- Net cash provided by investing activities $ 3,779 $ 18,570 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($568,405) ($824,492) -------- -------- Net cash used by financing activities ($568,405) ($824,492) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 62,743) $ 1,523 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 298,964 319,245 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $236,221 $320,768 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 17 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 975,322 $ 1,114,574 Accounts receivable: Oil and gas sales 1,213,109 1,361,797 ----------- ----------- Total current assets $ 2,188,431 $ 2,476,371 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 8,080,674 8,716,929 DEFERRED CHARGE 204,087 204,087 ----------- ----------- $10,473,192 $11,397,387 =========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 417,520 $ 693,518 Gas imbalance payable 142,749 142,749 ----------- ----------- Total current liabilities $ 560,269 $ 836,267 ACCRUED LIABILITY $ 320,943 $ 320,943 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 209,949) ($ 209,050) Limited Partners, issued and outstanding, 418,266 units 9,801,929 10,449,227 ----------- ----------- Total Partners' capital $ 9,591,980 $10,240,177 ----------- ----------- $10,473,192 $11,397,387 =========== =========== The accompanying condensed notes are an integral part of these financial statements. 18 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,848,422 $2,106,131 Interest income 11,826 14,349 Loss on sale of oil and gas properties - ( 310) ---------- ---------- $1,860,248 $2,120,170 COSTS AND EXPENSES: Lease operating $ 787,494 $ 878,585 Production tax 136,632 146,797 Depreciation, depletion, and amortization of oil and gas properties 308,628 439,561 General and administrative (Note 2) 115,908 134,109 ---------- ---------- $1,348,662 $1,599,052 ---------- ---------- NET INCOME $ 511,586 $ 521,118 ========== ========== GENERAL PARTNER - NET INCOME $ 37,333 $ 42,920 ========== ========== LIMITED PARTNERS - NET INCOME $ 474,253 $ 478,198 ========== ========== NET INCOME per unit $ 1.14 $ 1.14 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 19 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $3,621,740 $5,036,109 Interest income 24,028 23,361 Gain (loss) on sale of oil and gas properties 37,161 ( 310) ---------- ---------- $3,682,929 $5,059,160 COSTS AND EXPENSES: Lease operating $1,520,705 $1,802,566 Production tax 250,863 355,271 Depreciation, depletion, and amortization of oil and gas properties 604,646 929,643 Impairment provision - 2,893,438 General and administrative (Note 2) 267,045 271,154 ---------- ---------- $2,643,259 $6,252,072 ---------- ---------- NET INCOME (LOSS) $1,039,670 ($1,192,912) ========== ========== GENERAL PARTNER - NET INCOME $ 74,968 $ 92,110 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 964,702 ($1,285,022) ========== ========== NET INCOME (LOSS) per unit $ 2.31 ($ 3.07) ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 20 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,039,670 ($1,192,912) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 604,646 929,643 Impairment provision - 2,893,438 (Gain) loss on sale of oil and gas properties ( 37,161) 310 Decrease in accounts receivable - oil and gas sales 148,688 253,271 Decrease in accounts payable ( 275,998) ( 271,385) ---------- ---------- Net cash provided by operating activities $1,479,845 $2,612,365 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,013) ($ 55,330) Proceeds from sale of oil and gas properties 70,783 6,050 ---------- ---------- Net cash provided (used) by investing activities $ 68,770 ($ 49,280) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,687,867) ($2,694,993) ---------- ---------- Net cash used by financing activities ($1,687,867) ($2,694,993) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 139,252) ($ 131,908) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,114,574 1,243,143 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 975,322 $1,111,235 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 376,216 $ 541,382 Accounts receivable: Oil and gas sales 314,020 472,746 Other 9,631 9,631 ---------- ---------- Total current assets $ 699,867 $1,023,759 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,271,383 3,604,665 DEFERRED CHARGE 124,393 124,393 ---------- ---------- $4,095,643 $4,752,817 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 147,048 $ 165,963 Gas imbalance payable 119,864 119,864 ---------- ---------- Total current liabilities $ 266,912 $ 285,827 ACCRUED LIABILITY $ 159,275 $ 159,275 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 157,905) ($ 146,427) Limited Partners, issued and outstanding, 221,484 units 3,827,361 4,454,142 ---------- ---------- Total Partners' capital $3,669,456 $4,307,715 ---------- ---------- $4,095,643 $4,752,817 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 22 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $570,778 $691,158 Interest income 5,604 6,846 Loss on sale of oil and gas properties - ( 233) -------- -------- $576,382 $697,771 COSTS AND EXPENSES: Lease operating $321,279 $245,827 Production tax 48,942 39,891 Depreciation, depletion, and amortization of oil and gas properties 156,742 263,240 General and administrative (Note 2) 61,324 70,982 -------- -------- $588,287 $619,940 -------- -------- NET INCOME (LOSS) ($ 11,905) $ 77,831 ======== ======== GENERAL PARTNER - NET INCOME $ 5,394 $ 14,079 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 17,299) $ 63,752 ======== ======== NET INCOME (LOSS) per unit ($ .08) $ .29 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 23 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,235,009 $1,625,145 Interest income 11,810 11,424 Gain (loss) on sale of oil and gas properties 28,061 ( 233) ---------- ---------- $1,274,880 $1,636,336 COSTS AND EXPENSES: Lease operating $ 568,306 $ 530,658 Production tax 91,395 86,748 Depreciation, depletion, and amortization of oil and gas properties 303,943 534,918 Impairment provision - 2,884,405 General and administrative (Note 2) 137,777 143,163 ---------- ---------- $1,101,421 $4,179,892 ---------- ---------- NET INCOME (LOSS) $ 173,459 ($2,543,556) ========== ========== GENERAL PARTNER - NET INCOME $ 20,240 $ 9,024 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 153,219 ($2,552,580) ========== ========== NET INCOME (LOSS) per unit $ .69 ($ 11.52) ========== ========== UNITS OUTSTANDING 221,484 221,484 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 24 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $173,459 ($2,543,556) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 303,943 534,918 Impairment provision - 2,884,405 (Gain) loss on sale of oil and gas properties ( 28,061) 233 Decrease in accounts receivable - oil and gas sales 158,726 183,475 Decrease in accounts payable ( 18,915) ( 18,730) -------- ---------- Net cash provided by operating activities $589,152 $1,040,745 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 9) ($ 9,285) Proceeds from sale of oil and gas properties 57,409 5,567 -------- ---------- Net cash provided (used) by investing activities $ 57,400 ($ 3,718) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($811,718) ($1,054,457) -------- ---------- Net cash used by financing activities ($811,718) ($1,054,457) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($165,166) ($ 17,430) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 541,382 504,658 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $376,216 $ 487,228 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G BALANCE SHEETS (Unaudited) ASSETS June 30, December 31, 1998 1997 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 203,724 $ 351,163 Accounts receivable: Oil and gas sales 200,660 285,689 General Partner - 13,140 Other 6,369 6,369 ---------- ---------- Total current assets $ 410,753 $ 656,361 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,950,861 2,141,289 DEFERRED CHARGE 75,406 75,406 ---------- ---------- $2,437,020 $2,873,056 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 88,735 $ 101,925 Gas imbalance payable 59,607 59,607 ---------- ---------- Total current liabilities $ 148,342 $ 161,532 ACCRUED LIABILITY $ 89,310 $ 89,310 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 92,187) ($ 85,608) Limited Partners, issued and outstanding, 121,925 units 2,291,555 2,707,822 ---------- ---------- Total Partners' capital $2,199,368 $2,622,214 ---------- ---------- $2,437,020 $2,873,056 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 26 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $349,671 $434,013 Interest income 3,008 4,431 Gain on sale of oil and gas properties 1,415 4,943 -------- -------- $354,094 $443,387 COSTS AND EXPENSES: Lease operating $196,420 $158,170 Production tax 27,760 24,255 Depreciation, depletion, and amortization of oil and gas properties 96,515 147,683 General and administrative (Note 2) 33,773 39,131 -------- -------- $354,468 $369,239 -------- -------- NET INCOME (LOSS) ($ 374) $ 74,148 ======== ======== GENERAL PARTNER - NET INCOME $ 3,691 $ 9,394 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 4,065) $ 64,754 ======== ======== NET INCOME per unit $ .03 $ .53 ======== ======== UNITS OUTSTANDING 121,925 121,925 ======== ======== The accompanying condensed notes are an integral part of these financial statements. 27 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- REVENUES: Oil and gas sales $745,490 $1,007,130 Interest income 6,758 7,392 Gain on sale of oil and gas properties 23,189 4,943 -------- ---------- $775,437 $1,019,465 COSTS AND EXPENSES: Lease operating $361,084 $ 345,188 Production tax 52,305 52,422 Depreciation, depletion, and amortization of oil and gas properties 187,342 300,196 Impairment provision - 1,449,404 General and administrative (Note 2) 75,876 78,891 -------- ---------- $676,607 $2,226,101 -------- ---------- NET INCOME (LOSS) $ 98,830 ($1,206,636) ======== ========== GENERAL PARTNER - NET INCOME $ 12,097 $ 9,283 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 86,733 ($1,215,919) ======== ========== NET INCOME (LOSS) per unit $ .71 ($ 9.97) ======== ========== UNITS OUTSTANDING 121,925 121,925 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 28 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 98,830 ($1,206,636) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 187,342 300,196 Impairment provision - 1,449,404 Gain on sale of oil and gas properties ( 23,189) ( 4,943) Decrease in accounts receivable - oil and gas sales 85,029 111,963 Decrease in accounts receivable - General Partner 13,140 - Decrease in accounts payable ( 13,190) ( 11,037) -------- ---------- Net cash provided by operating activities $347,962 $ 638,947 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,543) ($ 11,956) Proceeds from sale of oil and gas properties 33,818 12,817 -------- ---------- Net cash provided by investing activities $ 26,275 $ 861 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($521,676) ($ 610,610) -------- ---------- Net cash used by financing activities ($521,676) ($ 610,610) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($147,439) $ 29,198 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 351,163 315,955 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $203,724 $ 345,153 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 29 GEODYNE ENERGY INCOME III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 1998 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of June 30, 1998, statements of operations for the three and six months ended June 30, 1998 and 1997, and statements of cash flows for the six months ended June 30, 1998 and 1997 have been prepared by Geodyne Resources, Inc., the General Partner of the Partnerships (the "General Partner"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at June 30, 1998, the results of operations for the three and six months ended June 30, 1998 and 1997, and the cash flows for the six months ended June 30, 1998 and 1997. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 1997. The results of operations for the period ended June 30, 1998 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the 30 acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the costs 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 unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage value. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the difference between asset cost and salvage value is charged to accumulated depreciation. Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field. SFAS No. 121, provides that if the unamortized costs of oil and gas properties for each 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. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the six months ended June 30, 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ----------- III-A $1,617,006 III-B 738,122 III-C 1,696,417 III-D 932,243 III-E 2,893,438 III-F 2,884,405 III-G 1,449,404 No such charge was necessary for the six months ended June 30, 1998. 31 The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended June 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $3,834 $ 69,468 III-B 1,955 36,405 III-C 3,668 64,353 III-D 1,838 34,476 III-E 5,838 110,070 III-F 3,040 58,284 III-G 1,688 32,085 During the six months ended June 30, 1998 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $25,497 $138,936 III-B 13,324 72,810 III-C 23,747 128,706 III-D 13,141 68,952 III-E 46,905 220,140 III-F 21,209 116,568 III-G 11,706 64,170 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 their activities. 32 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly 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 Quarterly 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 Program. 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, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. 33 LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- III-A November 21, 1989 $26,397,600 III-B January 24, 1990 13,833,600 III-C February 27, 1990 24,453,600 III-D September 5, 1990 13,100,800 III-E December 26, 1990 41,826,600 III-F March 7, 1991 22,148,400 III-G September 20, 1991 12,192,500 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of June 30, 1998 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The Partnerships' Statements of Cash Flows for the six months ended June 30, 1998 include proceeds from the sale of oil and gas properties during the six months ended June 30, 1998. These proceeds received during the first quarter were included in the Partnerships' cash distributions paid during May 1998, and the proceeds received during the second quarter will be included in the Partnerships' cash distributions to be paid in August 1998. It is possible that the Partnerships' repurchase values and future cash distributions could decline as a result of the disposition of these properties. On the other hand, the General Partner believes there will be beneficial operating efficiencies related to the Partnerships' remaining properties. This is primarily due to the fact that the properties sold generally bore a higher ratio of operating expenses as compared to reserves than the Partnerships' remaining properties. 34 During the six months ended June 30, 1998 capital expenditures incurred by the III-C and III-D Partnerships totaled $114,444 and $58,992, respectively. The expenditures in the III-C Partnership resulted primarily from the successful recompletion attempt of the Hefley No. 2-37 well located in Wheeler County, Texas, and the unsuccessful recompletion attempt of the Denson No. 1-17 well located in Garvin County, Oklahoma. The III-C Partnership has a 17.1% and 24.3% interest, respectively, in the Hefley No. 2-37 and Denson No. 1-17 wells. The expenditures in the III-D Partnership resulted primarily from the successful recompletion attempt of the Hefley No. 2-37 well mentioned above. The III-D Partnership has a 14.3% interest in the Hefley No. 2-37 well. These recompletions were attempted in order to improve the recovery of reserves. RESULTS OF OPERATIONS - --------------------- 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 very difficult. Substantially all of the Partnerships' gas reserves are being sold in 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. Such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. In addition, crude oil prices are at or near their lowest level in the past decade due primarily to the global surplus of crude oil. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. 35 III-A PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $528,972 $850,857 Oil and gas production expenses $175,815 $207,500 Barrels produced 9,156 10,493 Mcf produced 186,967 274,541 Average price/Bbl $ 12.26 $ 18.88 Average price/Mcf $ 2.23 $ 2.38 As shown in the table above, total oil and gas sales decreased $321,885 (37.8%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $61,000 was related to a decrease in the average price of oil sold and $208,000 was related to a decrease in the volumes of gas sold. Volumes of oil and gas sold decreased 1,337 barrels and 87,574 Mcf, respectively, for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The decrease in volumes of oil sold resulted primarily from normal declines in production due to diminished reserves on two significant wells during the three months ended June 30, 1998. The decrease in the volume of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells during the three months ended June 30, 1998, (ii) the sale of several wells during 1997, and (iii) positive prior period volume adjustments made by a purchaser on one significant well during the three months ended June 30, 1997. Average oil and gas prices decreased to $12.26 per barrel and $2.23 per Mcf, respectively, for the three months ended June 30, 1998 from $18.88 per barrel and $2.38 per Mcf, respectively, for the three months ended June 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $31,685 (15.3%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 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 decrease in volumes of oil and gas sold. These decreases were partially offset by (i) an increase in general repair and maintenance expenses on several wells during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) positive prior period ad valorem tax adjustments on several wells during the three months ended June 30, 1998. 36 As a percentage of oil and gas sales, these expenses increased to 33.2% for the three months ended June 30, 1998 from 24.4% for the three months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and the factors discussed above which partially offset the decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $109,570 (46.2%) for the three months ended June 30, 1998 as compared to the three months ended June 30,1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 24.2% for the three months ended June 30, 1998 from 27.9% for the three months ended June 30, 1997. This percentage decrease was primarily related to the upward revisions in the estimates of remaining oil and gas reserves discussed above. General and administrative expenses decreased $11,081 (13.1%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 13.9% for the three months ended June 30, 1998 from 9.9% for the three months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, --------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,145,173 $1,866,601 Oil and gas production expenses $ 299,591 $ 410,227 Barrels produced 19,117 21,627 Mcf produced 398,938 560,309 Average price/Bbl $ 13.46 $ 20.35 Average price/Mcf $ 2.23 $ 2.55 As shown in the table above, total oil and gas sales decreased $721,428 (38.6%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of 37 this decrease, approximately $411,000 was related to a decrease in the volumes of gas sold and approximately $132,000 and $128,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,510 barrels and 161,371 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. The decreases in the volumes of oil sold resulted primarily from normal declines in production due to diminished reserves on two significant wells during the six months ended June 30, 1998. The decreases in the volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells during the six months ended June 30, 1998 and (ii) the sale of several wells during 1997. Average oil and gas prices decreased to $13.46 per barrel and $2.23 per Mcf, respectively, for the six months ended June 30, 1998 from $20.35 per barrel and $2.55 per Mcf, respectively, for the six months ended June 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $110,636 (27.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from a decrease in both production taxes associated with the decrease in oil and gas sales and lease operating expenses associated with the decreases in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 26.2% for the six months ended June 30, 1998 from 22.0% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $213,977 (44.1%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 23.7% for the six months ended June 30, 1998 from 26.0% for the six months ended June 30, 1997. This percentage decrease was primarily due to the upward revisions in the estimates of remaining oil and gas reserves discussed above. 38 The III-A Partnership recognized a non-cash charge against earnings of $1,617,006 during the six months ended June 30, 1997. Of this amount, $184,644 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at June 30, 1997 and $1,432,362 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 the low oil and gas prices received over the prior several years and provisions in the III-A Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. General and administrative expenses remained relatively constant for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.4% for the six months ended June 30, 1998 from 8.8% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $24,585,701 or 93.14% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $304,200 $501,249 Oil and gas production expenses $113,025 $115,528 Barrels produced 8,637 9,601 Mcf produced 91,166 138,193 Average price/Bbl $ 12.68 $ 19.08 Average price/Mcf $ 2.14 $ 2.30 As shown in the table above, total oil and gas sales decreased $197,049 (39.3%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $108,000 was related to a decrease in volumes of gas sold and approximately $55,000 was related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 964 barrels and 47,027 Mcf, respectively, for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The decrease in volumes of oil sold resulted 39 primarily from normal declines in production due to diminished reserves on three significant wells during the three months ended June 30, 1998. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells during the three months ended June 30, 1998, (ii) the sale of several wells in 1997, and (iii) positive prior period volume adjustments made by a purchaser on one significant well during the three months ended June 30, 1997. Average oil and gas prices decreased to $12.68 per barrel and $2.14 per Mcf, respectively, for the three months ended June 30, 1998 from $19.08 per barrel and $2.30 per Mcf, respectively, for the three months ended June 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $2,503 (2.2%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in both production taxes associated with the decrease in oil and gas sales and lease operating expenses associated with the decrease in volumes of oil and gas sold. These decreases were partially offset by (i) an increase in general repair and maintenance expenses on several wells during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) positive prior period ad valorem tax adjustments on several wells during the three months ended June 30, 1998. As a percentage of oil and gas sales, these expenses increased to 37.2% for the three months ended June 30, 1998 from 23.0% for the three months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $60,859 (44.6%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 24.8% for the three months ended June 30, 1998 from 27.2% for the three months ended June 30, 1997. The percentage decrease was primarily due to the upward revisions in the estimates of remaining oil and gas reserves discussed above. 40 General and administrative expenses decreased $5,860 (13.3%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.6% for the three months ended June 30, 1998 from 8.8% for the three months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, -------------------------- 1998 1997 -------- ---------- Oil and gas sales $690,483 $1,094,356 Oil and gas production expenses $184,685 $ 243,812 Barrels produced 18,645 19,258 Mcf produced 197,037 280,208 Average price/Bbl $ 13.88 $ 20.45 Average price/Mcf $ 2.19 $ 2.50 As shown in the table above, total oil and gas sales decreased $403,873 (36.9%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $208,000 was related to a decrease in volumes of gas sold and approximately $123,000 and $61,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 613 barrels and 83,171 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells during the six months ended June 30, 1998, (ii) the sale of several wells in 1997, and (iii) positive prior period volume adjustments made by a purchaser on one significant well during the six months ended June 30, 1997. Average oil and gas prices decreased to $13.88 per barrel and $2.19 per Mcf, respectively, for the six months ended June 30, 1998 from $20.45 per barrel and $2.50 per Mcf, respectively, for the six months ended June 30, 1997. 41 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $59,127 (24.3%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales discussed above, (ii) the sale of several wells in 1997, and (iii) the refund of prior period lease operating expenses by the operator on one significant well during the six months ended June 30, 1998. As a percentage of oil and gas sales, these expenses increased to 26.7% for the six months ended June 30, 1998 from 22.3% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $112,502 (40.8%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 23.6% for the six months ended June 30, 1998 from 25.2% for the six months ended June 30, 1997. The III-B Partnership recognized a non-cash charge against earnings of $738,122 during the six months ended June 30, 1997. Of this amount, $77,653 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 $660,469 was related to the 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 the low oil and gas prices received over the prior several years and provisions in the III-B Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. General and administrative expenses remained relatively constant for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.5% for the six months ended June 30, 1998 from 7.9% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. 42 The Limited Partners have received cash distributions through June 30, 1998 totaling $14,338,353 or 103.65% of Limited Partners' capital contributions. III-C PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $553,291 $658,254 Oil and gas production expenses $175,783 $155,551 Barrels produced 5,887 6,448 Mcf produced 278,152 268,585 Average price/Bbl $ 13.01 $ 20.11 Average price/Mcf $ 1.71 $ 1.97 As shown in the table above, total oil and gas sales decreased $104,963 (15.9%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $42,000 and $71,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $11,000 was related to a decrease in the volumes of oil sold. These decreases were partially offset by an increase of approximately $19,000 due to an increase in the volumes of gas sold. Volumes of oil sold decreased 561 barrels, while volumes of gas sold increased 9,567 Mcf for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Average oil and gas prices decreased to $13.01 per barrel and $1.71 per Mcf, respectively, for the three months ended June 30, 1998 from $20.11 per barrel and $1.97 per Mcf, respectively, for the three months ended June 30, 1997. As discussed in Liquidity and Capital Resources above, the III-C Partnership sold certain oil and gas properties during the three months ended June 30, 1998 and recognized a $238,632 gain on such sales. Similar sales during the three months ended June 30, 1997 resulted in the III-C Partnership recognizing similar gains totaling $59,929. Oil and gas production expenses (including lease operating expenses and production taxes) increased $20,232 (13.0%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This increase resulted primarily from (i) an increase in general repair and maintenance expenses on one significant well during the three months ended June 30, 1998 and (ii) positive prior period ad valorem tax adjustments on several wells during the three months ended June 30, 1998. As a percentage of 43 oil and gas sales, these expenses increased to 31.8% for the three months ended June 30, 1998 from 23.6% for the three months ended June 30, 1997. This percentage increase was primarily due to the dollar increase in oil and gas production expenses discussed above and decreases in the average prices of oil and gas sold for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $36,059 (19.9%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 26.2% for the three months ended June 30, 1998 from 27.5% for the three months ended June 30, 1997. General and administrative expenses decreased $9,276 (12.0%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.3% for the three months ended June 30, 1998 from 11.7% for the three months ended June 30, 1997. SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, --------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,234,156 $1,600,086 Oil and gas production expenses $ 329,412 $ 372,887 Barrels produced 12,794 13,182 Mcf produced 535,813 579,067 Average price/Bbl $ 14.55 $ 20.79 Average price/Mcf $ 1.96 $ 2.29 As shown in the above table, total oil and gas sales decreased $365,930 (22.9%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $80,000 and $177,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $99,000 was related to a decrease in the volumes of gas sold. Volumes of oil and gas sold decreased 388 barrels and 43,254 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Average oil and gas prices decreased to $14.55 per barrel and $1.96 per 44 Mcf, respectively, for the six months ended June 30, 1998 from $20.79 per barrel and $2.29 per Mcf, respectively, for the six months ended June 30, 1997. As discussed in Liquidity and Capital Resources above, the III-C Partnership sold certain oil and gas properties during the six months ended June 30, 1998 and recognized a $405,333 gain on such sales. Similar sales during the six months ended June 30, 1997 resulted in the III-C Partnership recognizing similar gains totaling $55,672. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $43,475 (11.7%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from a decrease in both production taxes associated with the decrease in oil and gas sales and lease operating expenses associated with the decreases in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 26.7% for the six months ended June 30, 1998 from 23.3% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $104,410 (27.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997 and decreases in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, this expense decreased to 22.9% for the six months ended June 30, 1998 from 24.2% for the six months ended June 30, 1997. The III-C Partnership recognized a non-cash charge against earnings of $1,696,417 during the six months ended June 30, 1997. Of this amount, $234,271 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $1,462,146 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 the low oil and gas prices received over the prior several years and provisions in the III-C Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. 45 General and administrative expenses decreased $5,518 (3.5%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, this expense increased to 12.4% for the six months ended June 30, 1998 from 9.9% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $16,293,795 or 66.63% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $434,401 $490,474 Oil and gas production expenses $160,401 $179,694 Barrels produced 8,409 9,513 Mcf produced 191,222 176,235 Average price/Bbl $ 11.29 $ 18.85 Average price/Mcf $ 1.78 $ 1.77 As shown in the table above, total oil and gas sales decreased $56,073 (11.4%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $21,000 was related to a decrease in the volumes of oil sold and approximately $64,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $27,000 related to an increase in the volumes of gas sold. Volumes of oil sold decreased 1,104 barrels, while volumes of gas sold increased 14,987 Mcf for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The decrease in the volumes of oil sold resulted primarily from normal declines in production due to diminished reserves on several wells during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Average oil prices decreased to $11.29 per barrel for the three months ended June 30, 1998 from $18.85 per barrel for the three months ended June 30, 1997. Average gas prices remained relatively constant at $1.78 per Mcf for the three months ended June 30, 1998 and $1.77 per Mcf for the three months ended June 30, 1997. 46 As discussed in Liquidity and Capital Resources above, the III-D Partnership sold certain oil and gas properties during the three months ended June 30, 1998 and recognized a $34,618 gain on such sales. Similar sales during the three months ended June 30, 1997 resulted in the III-D Partnership recognizing similar gains totaling $18,488. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $19,293 (10.7%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales discussed above and workover expenses incurred on one significant well during the three months ended June 30, 1997. As a percentage of oil and gas sales this expense remained relatively constant at 36.9% for the three months ended June 30, 1998 and 36.6% for the three months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $21,698 (21.1%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from an upward revision in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 18.6% for the three months ended June 30, 1998 from 20.9% for the three months ended June 30, 1997. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above. General and administrative expenses decreased $5,619 (13.4%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.4% for the three months ended June 30, 1998 and 8.5% for the three months ended June 30, 1997. 47 SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, ------------------------- 1998 1997 -------- ---------- Oil and gas sales $912,164 $1,261,524 Oil and gas production expenses $338,169 $ 414,476 Barrels produced 20,292 21,955 Mcf produced 348,599 362,492 Average price/Bbl $ 12.63 $ 20.42 Average price/Mcf $ 1.88 $ 2.24 As shown in the table above, total oil and gas sales decreased $349,360 (27.7%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $158,000 and $126,000, respectively, were related to decreases in the average prices of oil and gas sold, and approximately $34,000 and $31,000, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,663 barrels and 13,893 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Average oil and gas prices decreased to $12.63 per barrel and $1.88 per Mcf, respectively, for the six months ended June 30, 1998 from $20.42 per barrel and $2.24 per Mcf, respectively, for the six months ended June 30, 1997. As discussed in Liquidity and Capital Resources above, the III-D Partnership sold certain oil and gas properties during the six months ended June 30, 1998 and recognized a $58,772 gain on such sales. Similar sales during the six months ended June 30, 1997 resulted in the III-D Partnership recognizing similar gains totaling $20,468. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $74,307 (18.4%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from a decrease in production taxes associated with the decrease in oil and gas sales discussed above and workover expenses incurred on one well during the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 37.1% for the six months ended June 30, 1998 from 32.9% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the six months ended June 30, 1998 as compared to six months ended June 30, 1997. 48 Depreciation, depletion, and amortization of oil and gas properties decreased $59,889 (27.5%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense remained relatively constant at 17.3% for the six months ended June 30, 1998 and 17.2% for the six months ended June 30, 1997. The III-D Partnership recognized a non-cash charge against earnings of $932,243 during the six months ended June 30, 1997. Of this amount, $485,820 was related to a decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at March 31, 1997 and $446,423 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 the low oil and gas prices received over the prior several years and provisions in the III-D Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. General and administrative expenses decreased $3,184 (3.7%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 9.0% for the six months ended June 30, 1998 from 6.8% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $8,036,669 or 61.34% of Limited Partners' capital contributions. 49 III-E PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,848,422 $2,106,131 Oil and gas production expenses $ 924,126 $1,025,382 Barrels produced 55,248 53,422 Mcf produced 608,497 585,780 Average price/Bbl $ 11.07 $ 18.22 Average price/Mcf $ 2.03 $ 1.93 As shown in the table above, total oil and gas sales decreased $257,709 (12.2%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $395,000 was related to a decrease in the average price of oil sold. This decrease was partially offset by increases of approximately $33,000 and $ 44,000, respectively, related to increases in volumes of oil and gas sold and approximately $61,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold increased 1,826 barrels and 22,717 Mcf, respectively, for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The increase in volumes of oil sold resulted primarily from positive prior period volume adjustments made by a purchaser on one significant well during the three months ended June 30, 1998. This increase in volumes of oil sold was partially offset by decreases which resulted primarily from normal declines in production due to diminished reserves on several wells. The increase in volumes of gas sold resulted primarily from positive prior period volume adjustments made by purchasers on three significant wells during the three months ended June 30, 1998. This increase in volumes of gas sold was partially offset by decreases which resulted primarily from normal declines in production due to diminished reserves on several wells and positive prior period volume adjustments made by a purchaser on one significant well during the three months ended June 30, 1997. The average oil price decreased to $11.07 per barrel for the three months ended June 30, 1998 from $18.22 per barrel for the three months ended June 30, 1997. The average gas price increased to $2.03 per Mcf for the three months ended June 30, 1998 from $1.93 per Mcf for the three months ended June 30, 1997. 50 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $101,256 (9.9%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in lease operating expenses associated with the decrease in volumes of oil and gas sold and workover expenses incurred on one well during the three months ended June 30, 1997 in order to improve the recovery of reserves. As a percentage of oil and gas sales, these expenses increased to 50.0% for the three months ended June 30, 1998 from 48.7% for the three months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $130,933 (29.8%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 16.7% for the three months ended June 30, 1998 as compared to 20.9% for the three months ended June 30, 1997. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above. General and administrative expenses decreased $18,201 (13.6%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses remained relatively constant at 6.3% for the three months ended June 30, 1998 and 6.4% for the three months ended June 30, 1997. SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, --------------------------- 1998 1997 ---------- ---------- Oil and gas sales $3,621,740 $5,036,109 Oil and gas production expenses $1,771,568 $2,157,837 Barrels produced 119,944 127,241 Mcf produced 1,121,898 1,153,345 Average price/Bbl $ 12.24 $ 20.22 Average price/Mcf $ 1.92 $ 2.14 As shown in the table above, total oil and gas sales decreased $1,414,369 (28.1%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $148,000 was related to a decrease in volumes of gas sold and approximately $957,000 51 and $247,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 7,297 barrels and 31,447 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. The decrease in volumes of gas sold was primarily a result of normal declines in production due to diminished reserves on several wells and positive prior period volume adjustments made by a purchaser on one significant well during the six months ended June 30, 1997. These decreases were partially offset by positive prior period volume adjustments made by purchasers on three significant wells during the six months ended June 30, 1998. Average oil and gas prices decreased to $12.24 per barrel and $1.92 per Mcf, respectively, for the six months ended June 30, 1998 from $20.22 per barrel and $2.14 per Mcf, respectively, for the six months ended June 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $386,249 (17.9%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (iii) workover expenses incurred on three significant wells during the six months ended June 30, 1997 in order to improve the recovery of reserves, and (iv) the shutting-in of one significant well during the six months ended June 30, 1998. As a percentage of oil and gas sales, these expenses increased to 48.9% for the six months ended June 30, 1998 from 42.8% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $324,997 (35.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from upward revisions in the estimates of remaining oil and gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 16.7% for the six months ended June 30, 1998 from 18.5% for the six months ended June 30, 1997. 52 The III-E Partnership recognized a non-cash charge against earnings of $2,893,438 during the six months ended June 30, 1997. Of this amount, $2,042,775 was related to the decline in oil and gas prices used to determine the recoverability of proved oil and gas reserves at June 30, 1997 and $850,663 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 the low oil and gas prices received over the prior several years and provisions in the III-E Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. General and administrative expenses increased $4,109 (1.5%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 7.4% for the six months ended June 30, 1998 from 5.4% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $28,762,016 or 68.76% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $570,778 $691,158 Oil and gas production expenses $370,221 $285,718 Barrels produced 15,011 18,583 Mcf produced 234,242 223,129 Average price/Bbl $ 12.14 $ 18.86 Average price/Mcf $ 1.66 $ 1.53 As shown in the table above, total oil and gas sales decreased $120,380 (17.4%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $67,000 and $101,000, respectively, were related to decreases in the volumes and average prices of oil sold, which decreases were partially offset by increases of approximately $17,000 and $31,000, respectively, related to increases in the volumes and average prices of gas sold. Volumes of oil sold decreased by 3,572 barrels while volumes of gas sold increased 11,113 Mcf for 53 the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment by a purchaser on one significant well during the three months ended June 30, 1997, (ii) the normal decline in production on one significant well due to diminished reserves during the three months ended June 30, 1998, and (iii) the sale of one significant well in 1997. Average oil prices decreased to $12.14 per barrel for the three months ended June 30, 1998 from $18.86 per barrel for the three months ended June 30, 1997. Average gas prices increased to $1.66 per Mcf for the three months ended June 30, 1998 from $1.53 per Mcf for the three months ended June 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) increased $84,503 (29.6%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This increase resulted primarily from (i) workover expenses incurred on two significant wells during the three months ended June 30, 1998 in order to increase the recovery of reserves, (ii) increased general repair and maintenance expenses on one significant well during the three months ended June 30, 1998, and (iii) abandonment expenses on one significant well during the three months ended June 30, 1998. As a percentage of oil and gas sales, these expenses increased to 64.9% for the three months ended June 30, 1998 from 41.3% for the three months ended June 30, 1997. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $106,498 (40.5%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 27.5% for the three months ended June 30, 1998 from 38.1% for the three months ended June 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization discussed above. 54 General and administrative expenses decreased $9,658 (13.6%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.7% for the three months ended June 30, 1998 and 10.3% for the three months ended June 30, 1997. SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, ------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,235,009 $1,625,145 Oil and gas production expenses $ 659,701 $ 617,406 Barrels produced 30,973 34,978 Mcf produced 443,012 470,113 Average price/Bbl $ 13.70 $ 19.92 Average price/Mcf $ 1.83 $ 1.98 As shown in the table above, total oil and gas sales decreased $390,136 (24.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $80,000 and $54,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $192,000 and $64,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,005 barrels and 27,101 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment by a purchaser during the six months ended June 30, 1997 on one significant well, (ii) the normal decline in production on one significant well due to diminished reserves during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997, and (iii) the shutting-in of one significant well during a portion of the six months ended June 30, 1998 in order to perform a workover to improve the recovery of reserves. Average oil and gas prices decreased to $13.70 per barrel and $1.83 per Mcf, respectively, for the six months ended June 30, 1998 from $19.92 per barrel and $1.98 per Mcf, respectively, for the six months ended June 30, 1997. 55 As discussed in Liquidity and Capital Resources above, the III-F Partnership sold certain oil and gas properties during the six months ended June 30, 1998 and recognized a $28,061 gain on such sales. Similar sales during the six months ended June 30, 1997 resulted in the III-F Partnership recognizing similar gains totaling $233. Oil and gas production expenses (including lease operating expenses and production taxes) increased $42,295 (6.9%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 53.4% for the six months ended June 30, 1998 from 38.0% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $230,975 (43.2%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997 and (ii) an upward revision in the estimate of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 24.6% for the six months ended June 30, 1998 from 32.9% for the six months ended June 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization discussed above. The III-F Partnership recognized a non-cash charge against earnings of $2,884,405 during the six months ended June 30, 1997. Of this amount, $2,078,019 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 $806,386 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 the low oil and gas prices received over the prior several years and provisions in the III-F Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. 56 General and administrative expenses decreased $5,386 (3.8%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 11.2% for the six months ended June 30, 1998 from 8.8% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $10,729,904 or 48.45% of Limited Partners' capital contributions. III-G PARTNERSHIP THREE MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 1997. Three Months Ended June 30, --------------------------- 1998 1997 -------- -------- Oil and gas sales $349,671 $434,013 Oil and gas production expenses $224,180 $182,425 Barrels produced 10,660 13,330 Mcf produced 128,428 117,810 Average price/Bbl $ 12.17 $ 18.99 Average price/Mcf $ 1.71 $ 1.54 As shown in the table above, total oil and gas sales decreased $84,342 (19.4%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. Of this decrease, approximately $50,000 and $73,000, respectively, were related to decreases in the volumes and average prices of oil sold, which decreases were partially offset by increases of approximately $16,000 and $23,000, respectively, related to increases in the volumes and average prices of gas sold. Volumes of oil sold decreased by 2,670 barrels while volumes of gas sold increased by 10,618 Mcf for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment by a purchaser during the three months ended June 30, 1997 on one significant well, (ii) a negative prior period volume adjustment by a purchaser during the three months ended June 30, 1998 on one significant well, and (iii) the normal decline in production on one significant well due to diminished reserves during the three months ended June 30, 1998. Average oil prices decreased to $12.17 per barrel for the three months ended June 30, 1998 from $18.99 per barrel for the three months ended June 30, 1997. Average gas prices increased to $1.71 per Mcf for the three months ended June 30, 1998 from $1.54 per Mcf for the three months ended June 30, 1997. 57 As discussed in Liquidity and Capital Resources above, the III-G Partnership sold certain oil and gas properties during the three months ended June 30, 1998 and recognized a $1,415 gain on such sales. Similar sales during the three months ended June 30, 1997 resulted in the III-G Partnership recognizing similar gains totaling $4,943. Oil and gas production expenses (including lease operating expenses and production taxes) increased $41,755 (22.9%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This increase resulted primarily from (i) workover expenses incurred on several wells during the three months ended June 30, 1998 in order to increase the recovery of reserves and (ii) an increase in general repair and maintenance expenses on a significant salt water disposal well during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 64.1% for the three months ended June 30, 1998 from 42.0% for the three months ended June 30, 1997. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $51,168 (34.6%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil sold during the three months ended June 30, 1998 as compared to the three months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 27.6% for the three months ended June 30, 1998 from 34.0% for the three months ended June 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization discussed above. General and administrative expenses decreased $5,358 (13.7%) for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. This decrease resulted primarily from a decrease in professional fees for the three months ended June 30, 1998 as compared to the three months ended June 30, 1997. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.7% for the three months ended June 30, 1998 and 9.0% for the three months ended June 30, 1997. 58 SIX MONTHS ENDED JUNE 30, 1998 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 1997. Six Months Ended June 30, ------------------------- 1998 1997 -------- ---------- Oil and gas sales $745,490 $1,007,130 Oil and gas production expenses $413,389 $ 397,610 Barrels produced 22,016 25,390 Mcf produced 241,343 249,707 Average price/Bbl $ 13.66 $ 20.01 Average price/Mcf $ 1.84 $ 2.00 As shown in the table above, total oil and gas sales decreased $261,640 (26.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. Of this decrease, approximately $67,000 and $17,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $140,000 and $38,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,374 barrels and 8,364 Mcf, respectively, for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment during the six months ended June 30, 1997 on one significant well, (ii) a negative prior period volume adjustment by a purchaser during the six months ended June 30, 1998 on one significant well, and (iii) the normal decline in production on one significant well due to diminished reserves during the six months ended June 30, 1998. Average oil and gas prices decreased to $13.66 per barrel and $1.84 per Mcf, respectively, for the six months ended June 30, 1998 from $20.01 per barrel and $2.00 per Mcf, respectively, for the six months ended June 30, 1997. As discussed in Liquidity and Capital Resources above, the III-G Partnership sold certain oil and gas properties during the six months ended June 30, 1998 recognized a $23,189 gain on such sales. Similar sales during the six months ended June 30, 1997 resulted in the III-G Partnership recognizing similar gains totaling $4,943. 59 Oil and gas production expenses (including lease operating expenses and production taxes) increased $15,779 (4.0%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This increase resulted primarily from (i) workover expenses incurred on several wells during the six months ended June 30, 1998 in order to increase the recovery of reserves and (ii) an increase in general repair and maintenance expenses on a significant salt water disposal well during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997, which increases were partially offset by the decrease in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 55.5% for the six months ended June 30, 1998 from 39.5% for the six months ended June 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997 and the dollar increase in oil and gas production expenses discussed above. Depreciation, depletion, and amortization of oil and gas properties decreased $112,854 (37.6%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the six months ended June 30, 1998 as compared to the six months ended June 30, 1997 and (ii) upward revisions in the estimates of remaining gas reserves at December 31, 1997. As a percentage of oil and gas sales, this expense decreased to 25.1% for the six months ended June 30, 1998 from 29.8% for the six months ended June 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization discussed above. The III-G Partnership recognized a non-cash charge against earnings of $1,449,404 during the six months ended June 30, 1997. Of this amount, $1,010,738 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 $438,666 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 the low oil and gas prices received over the prior several years and provisions in the III-G Partnership's partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the six months ended June 30, 1998. 60 General and administrative expenses decreased $3,015 (3.8%) for the six months ended June 30, 1998 as compared to the six months ended June 30, 1997. As a percentage of oil and gas sales, these expenses increased to 10.2% for the six months ended June 30, 1998 from 7.8% for the six months ended June 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The Limited Partners have received cash distributions through June 30, 1998 totaling $5,623,287 or 46.12% of Limited Partners' capital contributions. 61 PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 27.1 Financial Data Schedule containing summary financial information extracted from the III-A Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the III-B Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the III-C Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the III-D Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the III-E Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the III-F Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the III-G Partnership's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. 62 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: August 13, 1998 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: August 13, 1998 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 63 INDEX TO EXHIBITS NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-A's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-B's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-C's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-D's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-E's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-F's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-G's financial statements as of June 30, 1998 and for the six months ended June 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. 64