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 September 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 September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 324,860 $ 522,371 Accounts receivable: Oil and gas sales 265,218 524,541 Other - 308 ---------- ---------- Total current assets $ 590,078 $1,047,220 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,293,475 2,669,949 DEFERRED CHARGE 199,722 199,722 ---------- ---------- $3,083,275 $3,916,891 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 30,865 $ 39,622 Gas imbalance payable 38,418 38,418 ---------- ---------- Total current liabilities $ 69,283 $ 78,040 ACCRUED LIABILITY $ 51,905 $ 51,905 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 209,906) ($ 198,271) Limited Partners, issued and outstanding, 263,976 units 3,171,993 3,985,217 ---------- ---------- Total Partners' capital $2,962,087 $3,786,946 ---------- ---------- $3,083,275 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- --------- REVENUES: Oil and gas sales $428,407 $712,026 Interest income 3,436 9,002 Loss on sale of oil and gas properties ( 81) ( 387) -------- -------- $431,762 $720,641 COSTS AND EXPENSES: Lease operating $103,106 $ 76,887 Production tax 37,047 54,458 Depreciation, depletion, and amortization of oil and gas properties 113,924 205,936 General and administrative (Note 2) 75,481 74,192 -------- -------- $329,558 $411,473 -------- -------- NET INCOME $102,204 $309,168 ======== ======== GENERAL PARTNER - NET INCOME $ 9,495 $ 23,246 ======== ======== LIMITED PARTNERS - NET INCOME $ 92,709 $285,922 ======== ======== NET INCOME per unit $ .35 $ 1.08 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,573,580 $2,578,627 Interest income 14,033 22,480 Gain (loss) on sale of oil and gas properties 19,960 ( 10,842) ---------- ---------- $1,607,573 $2,590,265 COSTS AND EXPENSES: Lease operating $ 313,761 $ 338,876 Production tax 125,983 202,696 Depreciation, depletion, and amortization of oil and gas properties 385,298 691,287 Impairment provision - 1,617,006 General and administrative (Note 2) 239,914 238,929 ---------- ---------- $1,064,956 $3,088,794 ---------- ---------- NET INCOME (LOSS) $ 542,617 ($ 498,529) ========== ========== GENERAL PARTNER - NET INCOME $ 41,841 $ 66,281 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 500,776 ($ 564,810) ========== ========== NET INCOME (LOSS) per unit $ 1.90 ($ 2.14) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 542,617 ($ 498,529) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 385,298 691,287 Impairment provision - 1,617,006 (Gain) loss on sale of oil and gas properties ( 19,960) 10,842 Decrease in accounts receivable - oil and gas sales 259,323 183,710 Decrease in accounts receivable - other 308 - Decrease in accounts payable ( 8,757) ( 16,170) ---------- ---------- Net cash provided by operating activities $1,158,829 $1,988,146 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,261) ($ 36,054) Proceeds from sale of oil and gas properties 23,397 519,917 ---------- ---------- Net cash provided by investing activities $ 11,136 $ 483,863 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,367,476) ($2,545,334) ---------- ---------- Net cash used by financing activities ($1,367,476) ($2,545,334) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 197,511) ($ 73,325) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 522,371 610,116 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 324,860 $ 536,791 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 5 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 189,312 $ 305,288 Accounts receivable: Oil and gas sales 163,539 307,724 Other - 130 ---------- ---------- Total current assets $ 352,851 $ 613,142 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,279,680 1,499,148 DEFERRED CHARGE 136,296 136,296 ---------- ---------- $1,768,827 $2,248,586 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 22,908 $ 19,432 Gas imbalance payable 6,676 6,676 ---------- ---------- Total current liabilities $ 29,584 $ 26,108 ACCRUED LIABILITY $ 28,494 $ 28,494 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 89,808) ($ 97,840) Limited Partners, issued and outstanding, 138,336 units 1,800,557 2,291,824 ---------- ---------- Total Partners' capital $1,710,749 $2,193,984 ---------- ---------- $1,768,827 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- --------- REVENUES: Oil and gas sales $267,275 $428,266 Interest income 1,496 4,890 Gain (loss) on sale of oil and gas properties 32,404 ( 159) -------- -------- $301,175 $432,997 COSTS AND EXPENSES: Lease operating $ 75,619 $ 52,059 Production tax 22,144 32,868 Depreciation, depletion, and amortization of oil and gas properties 71,199 118,845 General and administrative (Note 2) 39,561 38,884 -------- -------- $208,523 $242,656 -------- -------- NET INCOME $ 92,652 $190,341 ======== ======== GENERAL PARTNER - NET INCOME $ 23,641 $ 14,026 ======== ======== LIMITED PARTNERS - NET INCOME $ 69,011 $176,315 ======== ======== NET INCOME per unit $ .50 $ 1.27 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $957,758 $1,522,622 Interest income 7,386 12,551 Gain (loss) on sale of oil and gas properties 33,219 ( 7,832) -------- ---------- $998,363 $1,527,341 COSTS AND EXPENSES: Lease operating $206,566 $ 210,321 Production tax 75,882 118,418 Depreciation, depletion, and amortization of oil and gas properties 234,406 394,554 Impairment provision - 738,122 General and administrative (Note 2) 125,695 125,331 -------- ---------- $642,549 $1,586,746 -------- ---------- NET INCOME (LOSS) $355,814 ($ 59,405) ======== ========== GENERAL PARTNER - NET INCOME $ 85,081 $ 41,709 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $270,733 ($ 101,114) ======== ========== NET INCOME (LOSS) per unit $ 1.96 ($ .73) ======== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $355,814 ($ 59,405) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 234,406 394,554 Impairment provision - 738,122 (Gain) loss on sale of oil and gas properties ( 33,219) 7,832 Decrease in accounts receivable - oil and gas sales 144,185 102,791 Decrease in accounts receivable - other 130 - Increase in accounts payable 3,476 9,737 -------- ---------- Net cash provided by operating activities $704,792 $1,193,631 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 15,746) ($ 41,925) Proceeds from sale of oil and gas properties 34,027 252,459 -------- ---------- Net cash provided by investing activities $ 18,281 $ 210,534 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($839,049) ($1,482,217) -------- ---------- Net cash used by financing activities ($839,049) ($1,482,217) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($115,976) ($ 78,052) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 305,288 376,603 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $189,312 $ 298,551 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 9 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 450,530 $ 540,911 Accounts receivable: Oil and gas sales 317,631 497,683 Other - 54 ---------- ---------- Total current assets $ 768,161 $1,038,648 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,077,954 3,442,631 DEFERRED CHARGE 86,649 86,649 ---------- ---------- $3,932,764 $4,567,928 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 43,029 $ 53,049 Gas imbalance payable 30,493 30,493 ---------- ---------- Total current liabilities $ 73,522 $ 83,542 ACCRUED LIABILITY $ 142,828 $ 142,828 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 178,511) ($ 171,438) Limited Partners, issued and outstanding, 244,536 units 3,894,925 4,512,996 ---------- ---------- Total Partners' capital $3,716,414 $4,341,558 ---------- ---------- $3,932,764 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- ---------- REVENUES: Oil and gas sales $580,014 $633,934 Interest income 5,122 5,071 Gain on sale of oil and gas properties 34,561 17,697 -------- -------- $619,697 $656,702 COSTS AND EXPENSES: Lease operating $125,358 $102,256 Production tax 44,123 46,589 Depreciation, depletion, and amortization of oil and gas properties 156,876 176,829 General and administrative (Note 2) 69,936 68,732 -------- -------- $396,293 $394,406 -------- -------- NET INCOME $223,404 $262,296 ======== ======== GENERAL PARTNER - NET INCOME $ 17,189 $ 19,934 ======== ======== LIMITED PARTNERS - NET INCOME $206,215 $242,362 ======== ======== NET INCOME per unit $ .84 $ .99 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,814,170 $2,234,020 Interest income 16,071 15,763 Gain on sale of oil and gas properties 439,894 73,369 ---------- ---------- $2,270,135 $2,323,152 COSTS AND EXPENSES: Lease operating $ 366,067 $ 354,901 Production tax 132,826 166,831 Depreciation, depletion, and amortization of oil and gas properties 439,682 564,045 Impairment provision - 1,696,417 General and administrative (Note 2) 222,389 226,703 ---------- ---------- $1,160,964 $3,008,897 ---------- ---------- NET INCOME (LOSS) $1,109,171 ($ 685,745) ========== ========== GENERAL PARTNER - NET INCOME $ 72,242 $ 55,343 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $1,036,929 ($ 741,088) ========== ========== NET INCOME (LOSS) per unit $ 4.24 ($ 3.03) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,109,171 ($ 685,745) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 439,682 564,045 Impairment provision - 1,696,417 Gain on sale of oil and gas properties ( 439,894) ( 73,369) Decrease in accounts receivable - oil and gas sales 180,052 182,407 Decrease in accounts receivable - General Partner - 31,764 Decrease in accounts receivable - other 54 - Decrease in accounts payable ( 10,020) ( 21,392) ---------- ---------- Net cash provided by operating activities $1,279,045 $1,694,127 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 118,032) ($ 69,357) Proceeds from sale of oil and gas properties 482,921 166,430 ---------- ---------- Net cash provided by investing activities $ 364,889 $ 97,073 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,734,315) ($1,968,847) ---------- ---------- Net cash used by financing activities ($1,734,315) ($1,968,847) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 90,381) ($ 177,647) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 540,911 537,233 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 450,530 $ 359,586 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 13 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 257,201 $ 298,964 Accounts receivable: Oil and gas sales 244,782 361,775 ---------- ---------- Total current assets $ 501,983 $ 660,739 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,017,210 2,211,248 DEFERRED CHARGE 18,875 18,875 ---------- ---------- $2,538,068 $2,890,862 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 45,846 $ 114,286 ---------- ---------- Total current liabilities $ 45,846 $ 114,286 ACCRUED LIABILITY $ 201,934 $ 201,934 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 66,664) ($ 62,091) Limited Partners, issued and outstanding, 131,008 units 2,356,952 2,636,733 ---------- ---------- Total Partners' capital $2,290,288 $2,574,642 ---------- ---------- $2,538,068 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $436,235 $472,603 Interest income 2,462 3,042 Gain (loss) on sale of oil and gas properties ( 2,126) 3,234 -------- -------- $436,571 $478,879 COSTS AND EXPENSES: Lease operating $146,240 $149,391 Production tax 29,981 35,345 Depreciation, depletion, and amortization of oil and gas properties 87,437 99,845 General and administrative (Note 2) 37,465 36,823 -------- -------- $301,123 $321,404 -------- -------- NET INCOME $135,448 $157,475 ======== ======== GENERAL PARTNER - NET INCOME $ 10,147 $ 11,715 ======== ======== LIMITED PARTNERS - NET INCOME $125,301 $145,760 ======== ======== NET INCOME per unit $ .96 $ 1.11 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,348,399 $1,734,127 Interest income 7,232 9,459 Gain on sale of oil and gas properties 56,646 23,702 ---------- ---------- $1,412,277 $1,767,288 COSTS AND EXPENSES: Lease operating $ 424,713 $ 474,265 Production tax 89,677 124,947 Depreciation, depletion, and amortization of oil and gas properties 245,005 317,302 Impairment provision - 932,243 General and administrative (Note 2) 119,558 122,100 ---------- ---------- $ 878,953 $1,970,857 ---------- ---------- NET INCOME (LOSS) $ 533,324 ($ 203,569) ========== ========== GENERAL PARTNER - NET INCOME $ 36,105 $ 39,330 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 497,219 ($ 242,899) ========== ========== NET INCOME (LOSS) per unit $ 3.80 ($ 1.85) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $533,324 ($ 203,569) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 245,005 317,302 Impairment provision - 932,243 Gain on sale of oil and gas properties ( 56,646) ( 23,702) Decrease in accounts receivable - oil and gas sales 116,993 106,588 Increase in accounts receivable - General Partner - ( 1,314) Decrease in accounts payable ( 68,440) ( 62,159) -------- ---------- Net cash provided by operating activities $770,236 $1,065,389 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 58,841) ($ 670) Proceeds from sale of oil and gas properties 64,520 25,103 -------- ---------- Net cash provided by investing activities $ 5,679 $ 24,433 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($817,678) ($1,151,841) -------- ---------- Net cash used by financing activities ($817,678) ($1,151,841) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 41,763) ($ 62,019) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 298,964 319,245 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $257,201 $ 257,226 ======== ========== The accompanying condensed notes are an integral part of these financial statements. 17 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 844,238 $ 1,114,574 Accounts receivable: Oil and gas sales 752,448 1,361,797 ---------- ----------- Total current assets $1,596,686 $ 2,476,371 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 7,824,708 8,716,929 DEFERRED CHARGE 204,087 204,087 ---------- ----------- $9,625,481 $11,397,387 ========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 290,493 $ 693,518 Gas imbalance payable 142,749 142,749 ---------- ----------- Total current liabilities $ 433,242 $ 836,267 ACCRUED LIABILITY $ 320,943 $ 320,943 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 227,720) ($ 209,050) Limited Partners, issued and outstanding, 418,266 units 9,099,016 10,449,227 ---------- ----------- Total Partners' capital $8,871,296 $10,240,177 ---------- ----------- $9,625,481 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,373,883 $1,878,608 Interest income 10,200 11,414 Gain (loss) on sale of oil and gas properties ( 1,063) 136 ---------- ---------- $1,383,020 $1,890,158 COSTS AND EXPENSES: Lease operating $ 815,923 $ 901,133 Production tax 88,476 137,778 Depreciation, depletion, and amortization of oil and gas properties 252,032 426,859 General and administrative (Note 2) 119,580 117,537 ---------- ---------- $1,276,011 $1,583,307 ---------- ---------- NET INCOME $ 107,009 $ 306,851 ========== ========== GENERAL PARTNER - NET INCOME $ 14,922 $ 31,846 ========== ========== LIMITED PARTNERS - NET INCOME $ 92,087 $ 275,005 ========== ========== NET INCOME per unit $ .22 $ .66 ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $4,995,623 $6,914,717 Interest income 34,228 34,775 Gain (loss) on sale of oil and gas properties 36,098 ( 174) ---------- ---------- $5,065,949 $6,949,318 COSTS AND EXPENSES: Lease operating $2,336,628 $2,703,699 Production tax 339,339 493,049 Depreciation, depletion, and amortization of oil and gas properties 856,678 1,356,502 Impairment provision - 2,893,438 General and administrative (Note 2) 386,625 388,691 ---------- ---------- $3,919,270 $7,835,379 ---------- ---------- NET INCOME (LOSS) $1,146,679 ($ 886,061) ========== ========== GENERAL PARTNER - NET INCOME $ 89,890 $ 123,956 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $1,056,789 ($1,010,017) ========== ========== NET INCOME (LOSS) per unit $ 2.53 ($ 2.41) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,146,679 ($ 886,061) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 856,678 1,356,502 Impairment provision - 2,893,438 (Gain) loss on sale of oil and gas properties ( 36,098) 174 Decrease in accounts receivable - oil and gas sales 609,349 337,771 Decrease in accounts payable ( 403,025) ( 274,960) ---------- ---------- Net cash provided by operating activities $2,173,583 $3,426,864 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,013) ($ 70,042) Proceeds from sale of oil and gas properties 73,654 6,186 ---------- ---------- Net cash provided (used) by investing activities $ 71,641 ($ 63,856) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,515,560) ($3,675,634) ---------- ---------- Net cash used by financing activities ($2,515,560) ($3,675,634) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 270,336) ($ 312,626) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,114,574 1,243,143 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 844,238 $ 930,517 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 21 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 360,339 $ 541,382 Accounts receivable: Oil and gas sales 232,583 472,746 Other 9,631 9,631 ---------- ---------- Total current assets $ 602,553 $1,023,759 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,148,912 3,604,665 DEFERRED CHARGE 124,393 124,393 ---------- ---------- $3,875,858 $4,752,817 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 137,564 $ 165,963 Gas imbalance payable 119,864 119,864 ---------- ---------- Total current liabilities $ 257,428 $ 285,827 ACCRUED LIABILITY $ 159,275 $ 159,275 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 161,590) ($ 146,427) Limited Partners, issued and outstanding, 221,484 units 3,620,745 4,454,142 ---------- ---------- Total Partners' capital $3,459,155 $4,307,715 ---------- ---------- $3,875,858 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $425,564 $656,490 Interest income 4,484 5,029 Gain (loss) on sale of oil and gas properties ( 893) 113 -------- -------- $429,155 $661,632 COSTS AND EXPENSES: Lease operating $212,573 $295,930 Production tax 27,874 37,135 Depreciation, depletion, and amortization of oil and gas properties 119,141 268,417 General and administrative (Note 2) 63,330 62,247 -------- -------- $422,918 $663,729 -------- -------- NET INCOME (LOSS) $ 6,237 ($ 2,097) ======== ======== GENERAL PARTNER - NET INCOME $ 4,853 $ 10,380 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $ 1,384 ($ 12,477) ======== ======== NET INCOME (LOSS) per unit $ .01 ($ .06) ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $1,660,573 $2,281,635 Interest income 16,294 16,453 Gain (loss) on sale of oil and gas properties 27,168 ( 120) ---------- ---------- $1,704,035 $2,297,968 COSTS AND EXPENSES: Lease operating $ 780,879 $ 826,588 Production tax 119,269 123,883 Depreciation, depletion, and amortization of oil and gas properties 423,084 803,335 Impairment provision - 2,884,405 General and administrative (Note 2) 201,107 205,410 ---------- ---------- $1,524,339 $4,843,621 ---------- ---------- NET INCOME (LOSS) $ 179,696 ($2,545,653) ========== ========== GENERAL PARTNER - NET INCOME $ 25,093 $ 19,404 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 154,603 ($2,565,057) ========== ========== NET INCOME (LOSS) per unit $ .70 ($ 11.58) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 179,696 ($2,545,653) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 423,084 803,335 Impairment provision - 2,884,405 (Gain) loss on sale of oil and gas properties ( 27,168) 120 Decrease in accounts receivable - oil and gas sales 240,163 204,866 Decrease in accounts payable ( 28,399) ( 22,514) ---------- ---------- Net cash provided by operating activities $ 787,376 $1,324,559 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 31,343) Proceeds from sale of oil and gas properties 59,837 5,680 ---------- ---------- Net cash provided (used) by investing activities $ 59,837 ($ 25,663) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,028,256) ($1,397,658) ---------- ---------- Net cash used by financing activities ($1,028,256) ($1,397,658) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 181,043) ($ 98,762) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 541,382 504,658 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 360,339 $ 405,896 ========== ========== The accompanying condensed notes are an integral part of these financial statements. 25 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1998 1997 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 187,952 $ 351,163 Accounts receivable: Oil and gas sales 149,957 285,689 General Partner - 13,140 Other 6,369 6,369 ---------- ---------- Total current assets $ 344,278 $ 656,361 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,879,582 2,141,289 DEFERRED CHARGE 75,406 75,406 ---------- ---------- $2,299,266 $2,873,056 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 80,202 $ 101,925 Gas imbalance payable 59,607 59,607 ---------- ---------- Total current liabilities $ 139,809 $ 161,532 ACCRUED LIABILITY $ 89,310 $ 89,310 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 94,404) ($ 85,608) Limited Partners, issued and outstanding, 121,925 units 2,164,551 2,707,822 ---------- ---------- Total Partners' capital $2,070,147 $2,622,214 ---------- ---------- $2,299,266 $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 SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 -------- --------- REVENUES: Oil and gas sales $246,676 $398,505 Interest income 2,339 3,501 Gain (loss) on sale of oil and gas properties ( 95) 31 -------- -------- $248,920 $402,037 COSTS AND EXPENSES: Lease operating $131,326 $186,212 Production tax 15,587 21,738 Depreciation, depletion, and amortization of oil and gas properties 71,620 147,446 General and administrative (Note 2) 34,867 34,269 -------- -------- $253,400 $389,665 -------- -------- NET INCOME (LOSS) ($ 4,480) $ 12,372 ======== ======== GENERAL PARTNER - NET INCOME $ 2,524 $ 6,341 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 7,004) $ 6,031 ======== ======== NET INCOME (LOSS) per unit ($ .06) $ .05 ======== ======== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 ---------- ---------- REVENUES: Oil and gas sales $ 992,166 $1,405,635 Interest income 9,097 10,893 Gain on sale of oil and gas properties 23,094 4,974 ---------- ---------- $1,024,357 $1,421,502 COSTS AND EXPENSES: Lease operating $ 492,410 $ 531,400 Production tax 67,892 74,160 Depreciation, depletion, and amortization of oil and gas properties 258,962 447,642 Impairment provision - 1,449,404 General and administrative (Note 2) 110,743 113,160 ---------- ---------- $ 930,007 $2,615,766 ---------- ---------- NET INCOME (LOSS) $ 94,350 ($1,194,264) ========== ========== GENERAL PARTNER - NET INCOME $ 14,621 $ 15,624 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 79,729 ($1,209,888) ========== ========== NET INCOME (LOSS) per unit $ .65 ($ 9.92) ========== ========== 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 NINE MONTHS ENDED SEPTEMBER 30, 1998 AND 1997 (Unaudited) 1998 1997 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 94,350 ($1,194,264) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 258,962 447,642 Impairment provision - 1,449,404 Gain on sale of oil and gas properties ( 23,094) ( 4,974) Decrease in accounts receivable - oil and gas sales 135,732 129,603 Decrease in accounts receivable - General Partner 13,140 - Decrease in accounts payable ( 21,723) ( 14,422) -------- ---------- Net cash provided by operating activities $457,367 $ 812,989 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 7,883) ($ 26,510) Proceeds from sale of oil and gas properties 33,722 12,848 -------- ---------- Net cash provided (used) by investing activities $ 25,839 ($ 13,662) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($646,417) ($ 838,879) -------- ---------- Net cash used by financing activities ($646,417) ($ 838,879) -------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($163,211) ($ 39,552) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 351,163 315,955 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $187,952 $ 276,403 ======== ========== 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 SEPTEMBER 30, 1998 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 1998, statements of operations for the three and nine months ended September 30, 1998 and 1997, and statements of cash flows for the nine months ended September 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 September 30, 1998, the results of operations for the three and nine months ended September 30, 1998 and 1997, and the cash flows for the nine months ended September 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 September 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 30 operations, including interest incurred to finance the 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 nine months ended September 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 nine months ended September 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 September 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 $6,013 $ 69,468 III-B 3,156 36,405 III-C 5,583 64,353 III-D 2,989 34,476 III-E 9,510 110,070 III-F 5,046 58,284 III-G 2,782 32,085 During the nine months ended September 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 $31,510 $208,404 III-B 16,480 109,215 III-C 29,330 193,059 III-D 16,130 103,428 III-E 56,415 330,210 III-F 26,255 174,852 III-G 14,488 96,255 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 Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, 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 September 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 nine months ended September 30, 1998 include proceeds from the sale of oil and gas properties. Proceeds received during the first quarter of 1998 were included in the Partnerships' cash distributions paid in May 1998, proceeds received during the second quarter of 1998 were included in the Partnerships' cash distributions paid in August 1998, and proceeds received during the third quarter of 1998 will be included in the Partnerships' cash distributions to be paid in November 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 34 ratio of operating expenses as compared to reserves than the Partnerships' remaining properties. The Partnerships will terminate on the following dates in accordance with their partnership agreements. Partnership Termination Date ----------- ---------------- III-A November 28, 1999 III-B January 24, 2000 III-C February 28, 2000 III-D September 5, 2000 III-E December 26, 2000 III-F March 7, 2001 III-G September 20, 2001 However, the partnership agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Quarterly Report, the General Partner has not determined whether to extend the term of any Partnership. 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 SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $428,407 $712,026 Oil and gas production expenses $140,153 $131,345 Barrels produced 7,908 9,074 Mcf produced 168,184 238,355 Average price/Bbl $ 11.93 $ 19.21 Average price/Mcf $ 1.99 $ 2.26 As shown in the above table, total oil and gas sales decreased $283,619 (39.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $158,000 was related to a decrease in volumes of gas sold and approximately $58,000 and $45,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,166 barrels and 70,171 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from positive prior period volume adjustments made by the purchaser on two significant wells during the three months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from normal declines in production due to diminishing reserves on several wells and the sale of several wells in 1997 and 1998. Average oil and gas prices decreased to $11.93 per barrel and $1.99 per Mcf, respectively, for the three months ended September 30, 1998 from $19.21 per barrel and $2.26 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) increased $8,808 (6.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from workover expenses incurred on one well during the three months ended September 30, 1998 in order to improve the recovery of reserves and positive ad valorem tax adjustments on four wells during the three months ended September 30, 1998. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 32.7% for the three months ended September 30, 1998 from 18.4% for the three months ended September 30, 1997. This percentage increase was primarily due to the dollar increase 36 in production expenses and the decreases in the average prices of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $92,012 (44.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 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 26.6% for the three months ended September 30, 1998 from 28.9% for the three months ended September 30, 1997. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,289 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 17.6% for the three months ended September 30, 1998 from 10.4% for the three months ended September 30, 1997. This percentage increase was primarily due to the decreases in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,573,580 $2,578,627 Oil and gas production expenses $ 439,744 $ 541,572 Barrels produced 27,025 30,701 Mcf produced 567,122 798,664 Average price/Bbl $ 13.01 $ 20.01 Average price/Mcf $ 2.15 $ 2.46 As shown in the above table, total oil and gas sales decreased $1,005,047 (39.0%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $569,000 was related to a decrease in the volumes of gas sold and approximately $189,000 and $173,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,676 barrels and 231,542 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil 37 sold resulted primarily from normal declines in production due to diminishing reserves on several significant wells. The decrease in the volumes of gas sold resulted primarily from normal declines in production due to diminishing reserves on several wells and the sale of several wells during 1997 and 1998. Average oil and gas prices decreased to $13.01 per barrel and $2.15 per Mcf, respectively, for the nine months ended September 30, 1998 from $20.01 per barrel and $2.46 per Mcf, respectively, for the nine months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $101,828 (18.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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 decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 27.9% for the nine months ended September 30, 1998 from 21.0% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $305,989 (44.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 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 24.5% for the nine months ended September 30, 1998 from 26.8% for the nine months ended September 30, 1997. This percentage decrease was primarily due to the upward revisions in the estimates of remaining oil and gas reserves. The III-A Partnership recognized a non-cash charge against earnings of $1,617,006 during the nine months ended September 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 March 31, 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 38 and provisions in the III-A Partnerships' partnership agreement which limit the level of permissible drilling activity. No similar charges were necessary during the nine months ended September 30, 1998. General and administrative expenses remained relatively constant for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 15.2% for the nine months ended September 30, 1998 from 9.3% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $24,878,701 or 94.25% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $267,275 $428,266 Oil and gas production expenses $ 97,763 $ 84,927 Barrels produced 7,848 8,405 Mcf produced 87,673 120,161 Average price/Bbl $ 12.54 $ 19.16 Average price/Mcf $ 1.93 $ 2.22 As shown in the table above, total oil and gas sales decreased $160,991 (37.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $11,000 and $72,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $52,000 and $26,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 557 barrels and 32,488 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in the volumes of gas sold resulted primarily from (i) normal declines in production due to diminishing reserves on several wells, (ii) the sale of several wells in 1997 and 1998, and (iii) the receipt of an increased percentage of sales during the three months ended September 30, 1997 on one well due to an underproduced gas balancing position in that well. Average oil and gas prices decreased to $12.54 per barrel and $1.93 per Mcf, respectively, for the three months ended September 30, 1998 from $19.16 per barrel and 39 $2.22 per Mcf, respectively, for the three months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the III-B Partnership sold certain oil and gas properties during the three months ended September 30, 1998 and recognized a $32,404 gain on such sales. Similar sales during the three months ended September 30, 1997 resulted in the III-B Partnership recognizing a loss totaling $159. Oil and gas production expenses (including lease operating expenses and production taxes) increased $12,836 (15.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from workover expenses incurred on two wells during the three months ended September 30, 1998. This increase was partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 36.6% for the three months ended September 30, 1998 from 19.8% for the three months ended September 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 September 30, 1998 as compared to the three months ended September 30, 1997 and the dollar increase in production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $47,646 (40.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 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 26.6% for the three months ended September 30, 1998 from 27.8% for the three months ended September 30, 1997. General and administrative expenses increased $677 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.8% for the three months ended September 30, 1998 from 9.1% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. 40 The III-B Partnership achieved payout during the first quarter of 1998. After payout, operations and revenues for the III-B Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 15% to the General Partner and 85% to the Limited Partners. (Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners). See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1997 for further discussion of pre and post payout allocations of income and expense. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- ---------- Oil and gas sales $957,758 $1,522,622 Oil and gas production expenses $282,448 $ 328,739 Barrels produced 26,493 27,663 Mcf produced 284,710 400,369 Average price/Bbl $ 13.48 $ 20.06 Average price/Mcf $ 2.11 $ 2.42 As shown in the table above, total oil and gas sales decreased $564,864 (37.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $280,000 was related to a decrease in the volumes of gas sold and approximately $174,000 and $88,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,170 barrels and 115,659 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in the volumes of gas sold resulted primarily from the sale of several wells in 1997 and normal declines in production due to diminishing reserves on several wells. Average oil and gas prices decreased to $13.48 per barrel and $2.11 per Mcf, respectively, for the nine months ended September 30, 1998 from $20.06 per barrel and $2.42 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the III-B Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $33,219 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the III-B Partnership recognizing a loss totaling $7,832. 41 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $46,291 (14.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in production taxes associated with the decrease in oil and gas sales, (ii) the sale of several wells in 1997 and 1998, and (iii) the refund of prior period lease operating expenses during the nine months ended September 30, 1998 by the operator of one well. These decreases were partially offset by workover expenses incurred on one significant well during the nine months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 29.5% for the nine months ended September 30, 1998 from 21.6% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $160,148 (40.6%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 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 24.5% for the nine months ended September 30, 1998 from 25.9% for the nine months ended September 30, 1997. The III-B Partnership recognized a non-cash charge against earnings of $738,122 during the nine months ended September 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 nine months ended September 30, 1998. 42 General and administrative expenses remained relatively constant for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 13.1% for the nine months ended September 30, 1998 from 8.2% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. The III-B Partnership achieved payout during the nine months ended September 30, 1998. After payout, operations and revenues for the III-B Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 15% to the General Partner and 85% to the Limited Partners. (Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners). See the Partnerships' Annual Report on Form 10-K for the year ended December 31, 1997 for further discussion of pre and post payout allocations of income and expense. The Limited Partners have received cash distributions through September 30, 1998 totaling $14,479,353 or 104.67% of Limited Partners' capital contributions. III-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $580,014 $633,934 Oil and gas production expenses $169,481 $148,845 Barrels produced 5,424 6,175 Mcf produced 307,257 263,504 Average price/Bbl $ 14.00 $ 19.01 Average price/Mcf $ 1.64 $ 1.96 As shown in the table above, oil and gas sales decreased $53,920 (8.5%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $14,000 was related to a decrease in the volumes of oil sold and approximately $27,000 and $98,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $86,000 related to an increase in the volumes of gas sold. Volumes of oil sold decreased 751 barrels, while volumes of gas sold increased 43,753 Mcf for the three months ended September 30, 1998 as compared to the three months ended 43 September 30, 1997. The decrease in volumes of oil sold resulted primarily from normal declines in production due to diminishing reserves on several wells. The increase in the volumes of gas sold resulted primarily from the successful recompletion of one significant well during early 1998. Average oil and gas prices decreased to $14.00 per barrel and $1.64 per Mcf, respectively, for the three months ended September 30, 1998 from $19.01 per barrel and $1.96 per Mcf, respectively, for the three months ended September 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 September 30, 1998 and recognized a $34,561 gain on such sales. Similar sales during the three months ended September 30, 1997 resulted in the III-C Partnership recognizing gains totaling $17,697. Oil and gas production expenses (including lease operating expenses and production taxes) increased $20,636 (13.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This increase resulted primarily from (i) an increase in general repair and maintenance expenses on several wells during the three months ended September 30, 1998 and (ii) a non-recurring increase in compression expenses on one significant well during the three months ended September 30, 1998. As a percentage of oil and gas sales, these expenses increased to 29.2% for the three months ended September 30, 1998 from 23.5% for the three months ended September 30, 1997. This percentage increase was primarily due to the dollar increase in production expenses and decreases in the average prices of oil and gas sold for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $19,953 (11.3%) for the three months ended September 30, 1998 as compared to the three months ended September 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 27.0% for the three months ended September 30, 1998 and 27.9% for three months ended September 30, 1997. General and administrative expenses increased $1,204 (1.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.1% for the three months ended September 30, 1998 from 10.8% for the three months ended September 30, 1997. 44 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,814,170 $2,234,020 Oil and gas production expenses $ 498,893 $ 521,732 Barrels produced 18,218 19,357 Mcf produced 843,070 842,571 Average price/Bbl $ 14.38 $ 20.22 Average price/Mcf $ 1.84 $ 2.19 As shown in the table above, oil and gas sales decreased $419,850 (18.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $106,000 and $292,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil sold decreased 1,139 barrels for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Volumes of gas sold increased 499 Mcf for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Average oil and gas prices decreased to $14.38 per barrel and $1.84 per Mcf, respectively, for the nine months ended September 30, 1998 from $20.22 per barrel and $2.19 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the III-C Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $439,894 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the III-C Partnership recognizing similar gains totaling $73,369. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,839 (4.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 27.5% for the nine months ended September 30, 1998 from 23.4% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. 45 Depreciation, depletion, and amortization of oil and gas properties decreased $124,363 (22.0%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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 24.2% for the nine months ended September 30, 1998 from 25.2% for the nine months ended September 30, 1997. The III-C Partnership recognized a non-cash charge against earnings of $1,696,417 during the nine months ended September 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 nine months ended September 30, 1998. General and administrative expenses decreased $4,314 (1.9%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.3% for the nine months ended September 30, 1998 from 10.1% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $16,798,795 or 68.70% of Limited Partners' capital contributions. 46 III-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $436,235 $472,603 Oil and gas production expenses $176,221 $184,736 Barrels produced 8,152 9,749 Mcf produced 212,093 168,424 Average price/Bbl $ 10.70 $ 17.46 Average price/Mcf $ 1.65 $ 1.80 As shown in the table above, oil and gas sales decreased $36,368 (7.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $28,000 was related to a decrease in the volumes of oil sold and approximately $55,000 and $32,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $78,000 related to an increase in the volumes of gas sold. Volumes of oil sold decreased 1,597 barrels, while volumes of gas sold increased 43,669 Mcf for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in the volumes of oil sold resulted primarily from normal declines in production due to diminishing reserves on several wells. The increase in the volumes of gas sold resulted primarily from the successful recompletion of one significant well during early 1998. Average oil and gas prices decreased to $10.70 per barrel and $1.65 per Mcf, respectively, for the three months ended September 30, 1998 from $17.46 per barrel and $1.80 per Mcf, respectively, for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $8,515 (4.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 40.4% for the three months ended September 30, 1998 from 39.1% for the three months ended September 30, 1997. 47 Depreciation, depletion, and amortization of oil and gas properties decreased $12,408 (12.4%) for the three months ended September 30, 1998 as compared to the three months ended September 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 20.0% for the three months ended September 30, 1998 from 21.1% for the three months ended September 30, 1997. General and administrative expenses increased $642 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.6% for the three months ended September 30, 1998 and 7.8% for the three months ended September 30, 1997. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,348,399 $1,734,127 Oil and gas production expenses $ 514,390 $ 599,212 Barrels produced 28,444 31,704 Mcf produced 560,692 530,916 Average price/Bbl $ 12.08 $ 19.51 Average price/Mcf $ 1.79 $ 2.10 As shown in the table above, oil and gas sales decreased $385,728 (22.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $64,000 was related to a decrease in the volumes of oil sold and approximately $211,000 and $173,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $63,000 relating to an increase in the volumes of gas sold. Volumes of oil sold decreased 3,260 barrels, while volumes of gas sold increased 29,776 Mcf for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in the volumes of oil sold resulted primarily from normal declines in production due to diminishing reserves on several wells. Average oil and gas prices decreased to $12.08 per barrel and $1.79 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.51 per barrel and $2.10 per Mcf, respectively, for the nine months ended September 30, 1997. 48 As discussed in Liquidity and Capital Resources above, the III-D Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $56,646 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the III-D Partnership recognizing similar gains totaling $23,702. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $84,822 (14.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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 workover expenses incurred on one significant unit during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 38.1% for the nine months ended September 30, 1998 from 34.6% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $72,297 (22.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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 18.2% for the nine months ended September 30, 1998 and 18.3% for the nine months ended September 30, 1997. General and administrative expenses decreased $2,542 (2.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 8.9% for the nine months ended September 30, 1998 from 7.0% for the nine months ended September 30, 1997. The Limited Partners have received cash distributions through September 30, 1998 totaling $8,272,669 or 63.15% of Limited Partners' capital contributions. 49 III-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,373,883 $1,878,608 Oil and gas production expenses $ 904,399 $1,038,911 Barrels produced 50,991 56,012 Mcf produced 461,661 544,047 Average price/Bbl $ 10.47 $ 17.24 Average price/Mcf $ 1.82 $ 1.68 As shown in the table above, total oil and gas sales decreased $504,725 (26.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $87,000 and $138,000 were related to decreases in the volumes of oil and gas sold, respectively, and approximately $345,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $65,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 5,021 barrels and 82,386 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 1997 and the shutting-in of two significant wells for general repairs and maintenance during the three months ended September 30, 1998. The average oil price decreased to $10.47 per barrel for the three months ended September 30, 1998 from $17.24 per barrel for the three months ended September 30, 1997. The average gas price increased to $1.82 per Mcf for the three months ended September 30, 1998 from $1.68 per Mcf for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $134,512 (12.9%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) a decrease in workover expenses incurred on one significant multi-well unit and on one significant well during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997 and (ii) credits received during the three months ended September 30, 1998 from the operator on one well for prior period lease operating expenses. As a percentage of oil and gas sales, these expenses increased to 65.8% for the three 50 months ended September 30, 1998 from 55.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $174,827 (41.0%) for the three months ended September 30, 1998 as compared to the three months ended September 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 18.3% for the three months ended September 30, 1998 from 22.7% for the three months ended September 30, 1997. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $2,043 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 8.7% for the three months ended September 30, 1998 from 6.3% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $4,995,623 $6,914,717 Oil and gas production expenses $2,675,967 $3,196,748 Barrels produced 170,935 183,253 Mcf produced 1,583,559 1,697,392 Average price/Bbl $ 11.71 $ 19.30 Average price/Mcf $ 1.89 $ 1.99 As shown in the table above, total oil and gas sales decreased $1,919,094 (27.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $238,000 and $227,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $1,297,000 was related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 12,318 barrels and 113,833 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Average oil and gas prices decreased to $11.71 per barrel and $1.89 per Mcf, respectively, for the nine months ended September 30, 1998 51 from $19.30 per barrel and $1.99 per Mcf, respectively, for the nine months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $520,781 (16.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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, and (iii) a decrease in workover expenses incurred on one significant multi-well unit and two wells during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 53.6% for the nine months ended September 30, 1998 from 46.2% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997 Depreciation, depletion, and amortization of oil and gas properties decreased $499,824 (36.8%) for the nine months ended September 30, 1998 as compared to the nine months ended September 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 17.1% for the nine months ended September 30, 1998 from 19.6% for the nine months ended September 30, 1997. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion and amortization. The III-E Partnership recognized a non-cash charge against earnings of $2,893,438 during the nine months ended September 30, 1997. Of this amount, $2,042,775 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 $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 nine months ended September 30, 1998. 52 General and administrative expenses remained relatively constant for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 7.7% for the nine months ended September 30, 1998 from 5.6% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $29,557,016 or 70.67% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $425,564 $656,490 Oil and gas production expenses $240,447 $333,065 Barrels produced 11,651 14,744 Mcf produced 176,592 252,745 Average price/Bbl $ 11.10 $ 17.82 Average price/Mcf $ 1.68 $ 1.56 As shown in the table above, total oil and gas sales decreased $230,926 (35.2%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $55,000 and $119,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $78,000 was related to a decrease in the average price of oil sold. These decreases were partially offset by an increase of approximately $21,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 3,093 barrels and 76,153 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment made by a purchaser on one significant well during the three months ended September 30, 1997 and (ii) a negative prior period volume adjustment made by a purchaser on another significant well during the three months ended September 30, 1998. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of two significant wells during a portion of the three months ended September 30, 1998 in order to perform workovers to improve the recovery of reserves and (ii) positive prior period volume adjustments made by the purchasers on two significant 53 wells during the three months ended September 30, 1997. Average oil prices decreased to $11.10 per barrel for the three months ended September 30, 1998 from $17.82 per barrel for the three months ended September 30, 1997. Average gas prices increased to $1.68 per Mcf for the three months ended September 30, 1998 from $1.56 per Mcf for the three months ended September 30, 1997. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $92,618 (27.8%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) workover expenses incurred on two significant wells during the three months ended September 30, 1997 in order to increase the recovery of reserves and (ii) the sale of one significant well during 1998. As a percentage of oil and gas sales, these expenses increased to 56.5% for the three months ended September 30, 1998 from 50.7% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $149,276 (55.6%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decreases in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 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 28.0% for the three months ended September 30, 1998 from 40.9% for the three months ended September 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $1,083 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.9% for the three months ended September 30, 1998 from 9.5% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and sales. 54 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 ---------- ---------- Oil and gas sales $1,660,573 $2,281,635 Oil and gas production expenses $ 900,148 $ 950,471 Barrels produced 42,624 49,722 Mcf produced 619,604 722,858 Average price/Bbl $ 12.99 $ 19.30 Average price/Mcf $ 1.79 $ 1.83 As shown in the table above, total oil and gas sales decreased $621,062 (27.2%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $137,000 and $189,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $269,000 and $26,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 7,098 barrels and 103,254 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two significant wells during the nine months ended September 30, 1997, (ii) a negative prior period volume adjustment made by a purchaser on one significant well during the nine months ended September 30, 1998, and (iii) the normal decline in production on one significant well due to diminishing reserves. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of two significant wells during a portion of the nine months ended September 30, 1998 in order to perform workovers to improve the recovery of reserves and (ii) the sale of one significant well during 1998. Average oil and gas prices decreased to $12.99 per barrel and $1.79 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.30 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the III-F Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $27,168 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the III-F Partnership recognizing losses totaling $120. 55 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $50,323 (5.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 54.2% for the nine months ended September 30, 1998 from 41.7% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $380,251 (47.3%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 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 25.5% for the nine months ended September 30, 1998 from 35.2% for the nine months ended September 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization. The III-F Partnership recognized a non-cash charge against earnings of $2,884,405 during the nine months ended September 30, 1997. Of this amount, $2,078,019 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 $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 nine months ended September 30, 1998. General and administrative expenses decreased $4,303 (2.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 12.1% for the nine months ended September 30, 1998 from 9.0% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and sales. 56 The Limited Partners have received cash distributions through September 30, 1998 totaling $10,937,904 or 49.38% of Limited Partners' capital contributions. III-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1997. Three Months Ended September 30, -------------------------------- 1998 1997 -------- -------- Oil and gas sales $246,676 $398,505 Oil and gas production expenses $146,913 $207,950 Barrels produced 8,422 10,451 Mcf produced 92,235 134,769 Average price/Bbl $ 11.17 $ 17.74 Average price/Mcf $ 1.65 $ 1.58 As shown in the table above, total oil and gas sales decreased $151,829 (38.1%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Of this decrease, approximately $36,000 and $67,000, respectively, were related to decreases in the volumes of oil and 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 2,029 barrels and 42,534 Mcf, respectively, for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily (i) a positive prior period volume adjustment made by a purchaser on one significant well during the three months ended September 30, 1997 and (ii) a negative prior period volume adjustment made by a purchaser on another significant well during the three months ended September 30, 1998. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of two significant wells during a portion of the three months ended September 30, 1998 in order to perform workovers to improve the recovery of reserves and (ii) positive prior period volume adjustments made by the purchasers on three significant wells during the three months ended September 30, 1997. Average oil prices decreased to $11.17 per barrel for the three months ended September 30, 1998 from $17.74 per barrel for the three months ended September 30, 1997. Average gas prices increased to $1.65 per Mcf for the three months ended September 30, 1998 from $1.58 per Mcf for the three months ended September 30, 1997. 57 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $61,037 (29.4%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) workover expenses incurred on several wells during the three months ended September 30, 1997 in order to improve the recovery of reserves and (ii) the sale of one significant well during 1998. As a percentage of oil and gas sales, these expenses increased to 59.6% for the three months ended September 30, 1998 from 52.2% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in the average price of oil sold during the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $75,826 (51.4%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the three months ended September 30, 1998 as compared to the three months ended September 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 29.0% for the three months ended September 30, 1998 from 37.0% for the three months ended September 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses increased $598 (1.7%) for the three months ended September 30, 1998 as compared to the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 14.1% for the three months ended September 30, 1998 from 8.6% for the three months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and sales. 58 NINE MONTHS ENDED SEPTEMBER 30, 1998 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1997. Nine Months Ended September 30, ------------------------------- 1998 1997 -------- ---------- Oil and gas sales $992,166 $1,405,635 Oil and gas production expenses $560,302 $ 605,560 Barrels produced 30,438 35,841 Mcf produced 333,578 384,476 Average price/Bbl $ 12.97 $ 19.35 Average price/Mcf $ 1.79 $ 1.85 As shown in the table above, total oil and gas sales decreased $413,469 (29.4%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Of this decrease, approximately $105,000 and $94,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $194,000 was related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 5,403 barrels and 50,898 Mcf, respectively, for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. The decrease in volumes of oil sold resulted primarily from (i) a positive prior period volume adjustment made by a purchaser on one significant well during the nine months ended September 30, 1997, (ii) a negative prior period volume adjustment made by the purchasers on two significant wells during the nine months ended September 30, 1998, and (iii) the normal decline in production on one significant well due to diminishing reserves. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of two significant wells during a portion of the nine months ended September 30, 1998 in order to perform workovers to improve the recovery of reserves and (ii) the sale of one significant well during the nine months ended September 30, 1998. Average oil and gas prices decreased to $12.97 per barrel and $1.79 per Mcf, respectively, for the nine months ended September 30, 1998 from $19.35 per barrel and $1.85 per Mcf, respectively, for the nine months ended September 30, 1997. As discussed in Liquidity and Capital Resources above, the III-G Partnership sold certain oil and gas properties during the nine months ended September 30, 1998 and recognized a $23,094 gain on such sales. Similar sales during the nine months ended September 30, 1997 resulted in the III-G Partnership recognizing similar gains totaling $4,974. 59 Oil and gas production expenses (including lease operating expenses and production taxes) decreased $45,258 (7.5%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 56.5% for the nine months ended September 30, 1998 from 43.1% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. Depreciation, depletion, and amortization of oil and gas properties decreased $188,680 (42.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. This decrease resulted primarily from (i) the decrease in volumes of oil and gas sold during the nine months ended September 30, 1998 as compared to the nine months ended September 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 26.1% for the nine months ended September 30, 1998 from 31.8% for the nine months ended September 30, 1997. This percentage decrease resulted primarily from the dollar decrease in depreciation, depletion, and amortization. The III-G Partnership recognized a non-cash charge against earnings of $1,449,404 during the nine months ended September 30, 1997. Of this amount, $1,010,738 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 $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 nine months ended September 30, 1998. General and administrative expenses decreased $2,417 (2.1%) for the nine months ended September 30, 1998 as compared to the nine months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 11.2% for the nine months ended September 30, 1998 from 8.1% for the nine months ended September 30, 1997. This percentage increase was primarily due to the decrease in oil and sales. The Limited Partners have received cash distributions through September 30, 1998 totaling $5,743,287 or 47.11% of Limited Partners' capital contributions. 60 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 September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the III-B Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the III-C Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the III-D Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the III-E Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the III-F Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the III-G Partnership's financial statements as of September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K. None. 61 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: November 12, 1998 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 12, 1998 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer 62 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 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 September 30, 1998 and for the nine months ended September 30, 1998, filed herewith. All other exhibits are omitted as inapplicable.