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 March 31, 1999 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 March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 209,473 $ 212,695 Accounts receivable: Oil and gas sales 247,826 282,108 ---------- ---------- Total current assets $ 457,299 $ 494,803 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,104,529 2,222,673 DEFERRED CHARGE 266,532 266,532 ---------- ---------- $2,828,360 $2,984,008 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 41,633 $ 62,011 Gas imbalance payable 30,903 30,903 ---------- ---------- Total current liabilities $ 72,536 $ 92,914 ACCRUED LIABILITY $ 76,845 $ 76,845 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 199,202) ($ 197,325) Limited Partners, issued and outstanding, 263,976 units 2,878,181 3,011,574 ---------- ---------- Total Partners' capital $2,678,979 $2,814,249 ---------- ---------- $2,828,360 $2,984,008 ========== ========== 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 MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $420,696 $616,201 Interest income 1,985 5,963 Gain on sale of oil and gas properties - 8,114 -------- -------- $422,681 $630,278 COSTS AND EXPENSES: Lease operating $123,238 $ 79,357 Production tax 28,260 44,419 Depreciation, depletion, and amortization of oil and gas properties 120,922 143,569 General and administrative (Note 2) 93,056 91,131 -------- -------- $365,476 $358,476 -------- -------- NET INCOME $ 57,205 $271,802 ======== ======== GENERAL PARTNER - NET INCOME $ 7,598 $ 19,035 ======== ======== LIMITED PARTNERS - NET INCOME $ 49,607 $252,767 ======== ======== NET INCOME per unit $ .19 $ .96 ======== ======== 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 CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 57,205 $271,802 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 120,922 143,569 Gain on sale of oil and gas properties - ( 8,114) Decrease in accounts receivable - oil and gas sales 34,282 142,175 Increase in accounts receivable - General Partner - ( 10,146) Decrease in accounts receivable - other - 308 Increase (decrease) in accounts payable ( 20,378) 373 -------- -------- Net cash provided by operating activities $192,031 $539,967 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,892) ($ 733) Proceeds from sale of oil and gas properties 6,114 14,542 -------- -------- Net cash provided (used) by investing activities ($ 2,778) $ 13,809 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($192,475) ($511,232) -------- -------- Net cash used by financing activities ($192,475) ($511,232) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 3,222) $ 42,544 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 212,695 522,371 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $209,473 $564,915 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 100,106 $ 117,355 Accounts receivable: Oil and gas sales 143,352 164,818 ---------- ---------- Total current assets $ 243,458 $ 282,173 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,184,018 1,242,380 DEFERRED CHARGE 193,310 193,310 ---------- ---------- $1,620,786 $1,717,863 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 26,177 $ 21,658 Gas imbalance payable 18,422 18,422 ---------- ---------- Total current liabilities $ 44,599 $ 40,080 ACCRUED LIABILITY $ 41,436 $ 41,436 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 89,497) ($ 85,016) Limited Partners, issued and outstanding, 138,336 units 1,624,248 1,721,363 ---------- ---------- Total Partners' capital $1,534,751 $1,636,347 ---------- ---------- $1,620,786 $1,717,863 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- REVENUES: Oil and gas sales $222,201 $386,283 Interest income 988 3,453 Gain on sale of oil and gas properties - 815 -------- -------- $223,189 $390,551 COSTS AND EXPENSES: Lease operating $ 84,953 $ 43,410 Production tax 14,324 28,250 Depreciation, depletion, and amortization of oil and gas properties 60,699 87,660 General and administrative (Note 2) 48,819 47,774 -------- -------- $208,795 $207,094 -------- -------- NET INCOME $ 14,394 $183,457 ======== ======== GENERAL PARTNER - NET INCOME $ 10,509 $ 39,273 ======== ======== LIMITED PARTNERS - NET INCOME $ 3,885 $144,184 ======== ======== NET INCOME per unit $ .03 $ 1.04 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 14,394 $183,457 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 60,699 87,660 Gain on sale of oil and gas properties - ( 815) Decrease in accounts receivable - oil and gas sales 21,466 74,192 Increase in accounts receivable - General Partner - ( 945) Decrease in accounts receivable - other - 130 Increase in accounts payable 4,519 2,820 -------- -------- Net cash provided by operating activities $101,078 $346,499 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,337) ($ 342) Proceeds from sale of oil and gas properties - 967 -------- -------- Net cash provided (used) by investing activities ($ 2,337) $ 625 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($115,990) ($323,980) -------- -------- Net cash used by financing activities ($115,990) ($323,980) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 17,249) $ 23,144 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,355 305,288 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $100,106 $328,432 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 273,983 $ 340,720 Accounts receivable: Oil and gas sales 320,113 380,975 ---------- ---------- Total current assets $ 594,096 $ 721,695 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,674,913 2,779,845 DEFERRED CHARGE 70,849 70,849 ---------- ---------- $3,339,858 $3,572,389 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 42,929 $ 42,712 Gas imbalance payable 25,479 25,479 ---------- ---------- Total current liabilities $ 68,408 $ 68,191 ACCRUED LIABILITY $ 151,671 $ 151,671 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 183,388) ($ 179,285) Limited Partners, issued and outstanding, 244,536 units 3,303,167 3,531,812 ---------- ---------- Total Partners' capital $3,119,779 $3,352,527 ---------- ---------- $3,339,858 $3,572,389 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $469,764 $680,865 Interest income 2,875 5,748 Gain on sale of oil and gas properties - 166,701 -------- -------- $472,639 $853,314 COSTS AND EXPENSES: Lease operating $126,394 $106,689 Production tax 33,147 46,940 Depreciation, depletion, and amortization of oil and gas properties 129,619 138,087 General and administrative (Note 2) 86,220 84,432 -------- -------- $375,380 $376,148 -------- -------- NET INCOME $ 97,259 $477,166 ======== ======== GENERAL PARTNER - NET INCOME $ 9,904 $ 29,094 ======== ======== LIMITED PARTNERS - NET INCOME $ 87,355 $448,072 ======== ======== NET INCOME per unit $ .36 $ 1.83 ======== ======== UNITS OUTSTANDING 244,536 244,536 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 97,259 $477,166 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 129,619 138,087 Gain on sale of oil and gas properties - ( 166,701) Decrease in accounts receivable - oil and gas sales 60,862 74,439 Increase in accounts receivable - General Partner - ( 187,596) Decrease in accounts receivable - other - 54 Increase (decrease) in accounts payable 217 ( 292) -------- -------- Net cash provided by operating activities $287,957 $335,157 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 24,687) ($ 36,691) Proceeds from sale of oil and gas properties - 187,542 -------- -------- Net cash provided (used) by investing activities ($ 24,687) $150,851 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($330,007) ($535,481) -------- -------- Net cash used by financing activities ($330,007) ($535,481) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 66,737) ($ 49,473) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 340,720 540,911 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $273,983 $491,438 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 158,169 $ 172,776 Accounts receivable: Oil and gas sales 242,300 268,703 ---------- ---------- Total current assets $ 400,469 $ 441,479 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,175,495 1,236,882 DEFERRED CHARGE 9,462 9,462 ---------- ---------- $1,585,426 $1,687,823 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 56,315 $ 55,996 Gas imbalance payable 4,454 4,454 ---------- ---------- Total current liabilities $ 60,769 $ 60,450 ACCRUED LIABILITY $ 182,639 $ 182,639 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 75,451) ($ 73,501) Limited Partners, issued and outstanding, 131,008 units 1,417,469 1,518,235 ---------- ---------- Total Partners' capital $1,342,018 $1,444,734 ---------- ---------- $1,585,426 $1,687,823 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $393,394 $477,763 Interest income 1,604 2,797 Gain on sale of oil and gas properties - 24,154 -------- -------- $394,998 $504,714 COSTS AND EXPENSES: Lease operating $167,212 $148,237 Production tax 28,906 29,531 Depreciation, depletion, and amortization of oil and gas properties 78,104 76,607 General and administrative (Note 2) 46,799 45,779 -------- -------- $321,021 $300,154 -------- -------- NET INCOME $ 73,977 $204,560 ======== ======== GENERAL PARTNER - NET INCOME $ 6,743 $ 13,152 ======== ======== LIMITED PARTNERS - NET INCOME $ 67,234 $191,408 ======== ======== NET INCOME per unit $ .51 $ 1.46 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 73,977 $204,560 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 78,104 76,607 Gain on sale of oil and gas properties - ( 24,154) Decrease in accounts receivable - oil and gas sales 26,403 48,193 Increase in accounts receivable - General Partner - ( 26,040) Increase (decrease) in accounts payable 319 ( 44,475) -------- -------- Net cash provided by operating activities $178,803 $234,691 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,717) ($ 30,584) Proceeds from sale of oil and gas properties - 26,040 -------- -------- Net cash used by investing activities ($ 16,717) ($ 4,544) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($176,693) ($310,591) -------- -------- Net cash used by financing activities ($176,693) ($310,591) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 14,607) ($ 80,444) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 172,776 298,964 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $158,169 $218,520 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 199,833 $ 483,197 Accounts receivable: Oil and gas sales 752,381 820,078 ---------- ---------- Total current assets $ 952,214 $1,303,275 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,110,492 3,190,480 DEFERRED CHARGE 127,657 127,657 ---------- ---------- $4,190,363 $4,621,412 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 262,948 $ 302,889 Gas imbalance payable 178,518 178,518 ---------- ---------- Total current liabilities $ 441,466 $ 481,407 ACCRUED LIABILITY $ 298,486 $ 298,486 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 283,572) ($ 275,783) Limited Partners, issued and outstanding, 418,266 units 3,733,983 4,117,302 ---------- ---------- Total Partners' capital $3,450,411 $3,841,519 ---------- ---------- $4,190,363 $4,621,412 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- REVENUES: Oil and gas sales $1,171,493 $1,773,318 Interest income 4,622 12,202 Gain on sale of oil and gas properties - 37,161 ---------- ---------- $1,176,115 $1,822,681 COSTS AND EXPENSES: Lease operating $ 918,218 $ 733,211 Production tax 75,277 114,231 Depreciation, depletion, and amortization of oil and gas properties 149,022 296,018 General and administrative (Note 2) 147,902 151,137 ---------- ---------- $1,290,419 $1,294,597 ---------- ---------- NET INCOME (LOSS) ($ 114,304) $ 528,084 ========== ========== GENERAL PARTNER - NET INCOME $ 15 $ 37,635 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ( $ 114,319) $ 490,449 ========== ========== NET INCOME (LOSS) per unit ($ .27) $ 1.17 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($114,304) $ 528,084 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 149,022 296,018 Gain on sale of oil and gas properties - ( 37,161) Decrease in accounts receivable - oil and gas sales 67,697 275,985 Increase in accounts receivable - General Partner - ( 59,735) Decrease in accounts payable ( 39,941) ( 306,287) -------- ---------- Net cash provided by operating activities $ 62,474 $ 696,904 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 69,034) ($ 2,013) Proceeds from sale of oil and gas properties - 59,735 -------- ---------- Net cash provided (used) by investing activities ($ 69,034) $ 57,722 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($276,804) ($ 746,201) -------- ---------- Net cash used by financing activities ($276,804) ($ 746,201) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($283,364) $ 8,425 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 483,197 1,114,574 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $199,833 $1,122,999 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 218,537 $ 316,761 Accounts receivable: Oil and gas sales 268,591 279,590 Other - 9,631 ---------- ---------- Total current assets $ 487,128 $ 605,982 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,767,635 2,848,735 DEFERRED CHARGE 79,097 79,097 ---------- ---------- $3,333,860 $3,533,814 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 75,481 $ 133,841 Gas imbalance payable 123,641 123,641 ---------- ---------- Total current liabilities $ 199,122 $ 257,482 ACCRUED LIABILITY $ 171,735 $ 171,735 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 163,338) ($ 164,221) Limited Partners, issued and outstanding, 221,484 units 3,126,341 3,268,818 ---------- ---------- Total Partners' capital $2,963,003 $3,104,597 ---------- ---------- $3,333,860 $3,533,814 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $438,597 $664,231 Interest income 3,157 6,206 Gain (loss) on sale of oil and gas properties ( 296) 28,061 -------- -------- $441,458 $698,498 COSTS AND EXPENSES: Lease operating $197,971 $247,027 Production tax 19,781 42,453 Depreciation, depletion, and amortization of oil and gas properties 137,357 147,201 General and administrative (Note 2) 78,076 76,453 -------- -------- $433,185 $513,134 -------- -------- NET INCOME $ 8,273 $185,364 ======== ======== GENERAL PARTNER - NET INCOME $ 5,750 $ 14,846 ======== ======== LIMITED PARTNERS - NET INCOME $ 2,523 $170,518 ======== ======== NET INCOME per unit $ .01 $ .77 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 8,273 $185,364 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 137,357 147,201 (Gain) loss on sale of oil and gas properties 296 ( 28,061) Decrease in accounts receivable - oil and gas sales 10,999 88,647 Increase in accounts receivable - General Partner - ( 50,533) Decrease in accounts receivable - other 9,631 - Decrease in accounts payable ( 58,360) ( 12,576) -------- -------- Net cash provided by operating activities $108,196 $330,042 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 56,553) ($ 2,152) Proceeds from sale of oil and gas properties - 50,533 -------- -------- Net cash provided (used) by investing activities ($ 56,553) $ 48,381 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($149,867) ($389,953) -------- -------- Net cash used by financing activities ($149,867) ($389,953) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 98,224) ($ 11,530) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 316,761 541,382 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $218,537 $529,852 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 1999 1998 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 107,730 $ 169,558 Accounts receivable: Oil and gas sales 161,023 163,801 Other - 6,369 ---------- ---------- Total current assets $ 268,753 $ 339,728 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,372,601 1,427,362 DEFERRED CHARGE 50,380 50,380 ---------- ---------- $1,691,734 $1,817,470 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 48,476 $ 73,835 Gas imbalance payable 60,315 60,315 ---------- ---------- Total current liabilities $ 108,791 $ 134,150 ACCRUED LIABILITY $ 111,221 $ 111,221 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 99,900) ($ 99,974) Limited Partners, issued and outstanding, 121,925 units 1,571,622 1,672,073 ---------- ---------- Total Partners' capital $1,471,722 $1,572,099 ---------- ---------- $1,691,734 $1,817,470 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 -------- --------- REVENUES: Oil and gas sales $266,481 $395,819 Interest income 1,592 3,750 Gain (loss) on sale of oil and gas properties ( 196) 21,774 -------- -------- $267,877 $421,343 COSTS AND EXPENSES: Lease operating $142,384 $164,664 Production tax 12,069 24,545 Depreciation, depletion, and amortization of oil and gas properties 83,246 90,827 General and administrative (Note 2) 43,021 42,103 -------- -------- $280,720 $322,139 -------- -------- NET INCOME (LOSS) ($ 12,843) $ 99,204 ======== ======== GENERAL PARTNER - NET INCOME $ 2,608 $ 8,406 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 15,451) $ 90,798 ======== ======== NET INCOME (LOSS) per unit ($ .13) $ .74 ======== ======== UNITS OUTSTANDING 121,925 121,925 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998 (Unaudited) 1999 1998 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 12,843) $ 99,204 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 83,246 90,827 (Gain) loss on sale of oil and gas properties 196 ( 21,774) Decrease in accounts receivable - oil and gas sales 2,778 54,551 Increase in accounts receivable - General Partner - ( 19,205) Decrease in accounts receivable - other 6,369 - Decrease in accounts payable ( 25,359) ( 10,297) -------- -------- Net cash provided by operating activities $ 54,387 $193,306 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 28,681) ($ 9,302) Proceeds from sale of oil and gas properties - 32,345 -------- -------- Net cash provided (used) by investing activities ($ 28,681) $ 23,043 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 87,534) ($277,002) -------- -------- Net cash used by financing activities ($ 87,534) ($277,002) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 61,828) ($ 60,653) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 169,558 351,163 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $107,730 $290,510 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -22- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 1999 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of March 31, 1999, statements of operations for the three months ended March 31, 1999 and 1998, and statements of cash flows for the three months ended March 31, 1999 and 1998 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 March 31, 1999, the results of operations for the three months ended March 31, 1999 and 1998, and the cash flows for the three months ended March 31, 1999 and 1998. 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, 1998. The results of operations for the period ended March 31, 1999 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the -23- 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 proceeds are credited to oil and gas properties. 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 March 31, 1999 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $23,588 $ 69,468 III-B 12,414 36,405 III-C 21,867 64,353 III-D 12,323 34,476 III-E 37,832 110,070 III-F 19,792 58,284 III-G 10,936 32,085 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. -24- 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. -25- 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 March 31, 1999 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. During the three months ended March 31, 1999, capital expenditures incurred by the III-E, III-F, and III-G Partnerships totaled $69,034, $56,553, and $28,681, respectively. These expenditures resulted primarily from participation in the successful drilling of the Hay Reservoir Unit No. 67 and the Hay Reservoir Unit No. 74 development wells located in Sweetwater County, Wyoming. The III-E, III-F, and III-G Partnerships have a 5.3%, 4.4%, and 2.2% working interest, respectively, in both the Hay Reservoir No. 67 and the Hay Reservoir No. 74 wells. These drilling activities were conducted in order to improve the recovery of reserves. -26- 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 intends to extend the term of the III-A, III-B, and III-C Partnerships for the first two-year extension period, but has not determined whether it intends to (i) further extend the term of such Partnerships or (ii) extend the term of any other 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. Due to the volatility of oil and gas prices, forecasting future prices is subject to great uncertainty and inaccuracy. 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 were recently at or near their lowest level in the past decade due primarily to the global surplus of crude oil. However, as of the date of this Quarterly Report oil prices have rebounded primarily due to a decrease in the global oil surplus as a result of production curtailments by several major oil producing nations. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. -27- III-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $420,696 $616,201 Oil and gas production expenses $151,498 $123,776 Barrels produced 9,255 9,961 Mcf produced 191,250 211,971 Average price/Bbl $ 10.89 $ 14.56 Average price/Mcf $ 1.67 $ 2.22 As shown in the table above, total oil and gas sales decreased $195,505 (31.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $46,000 was related to a decrease in volumes of gas sold and approximately $34,000 and $105,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 706 barrels and 20,721 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of one significant well during the three months ended March 31, 1999 to perform a workover, (ii) the III-A Partnership receiving a reduced percentage of sales on one significant well during the three months ended March 31, 1999 due to its overproduced gas balancing position in that well, and (iii) the sale of several wells during 1998. These decreases were partially offset by the successful recompletion of one well during the fourth quarter of 1998. Average oil and gas prices decreased to $10.89 per barrel and $1.67 per Mcf, respectively, for the three months ended March 31, 1999 from $14.56 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,722 (22.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from (i) workover expenses incurred on one significant well during the three months ended March 31, 1999 in order to improve the recovery of reserves and (ii) ad valorem taxes being paid during the three months ended March 31, 1999. These increases were 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 36.0% for the three months ended March 31, 1999 from 20.1% for the three months ended March 31, 1998. This percentage increase was primarily due to the -28- dollar increase in oil and gas production expenses and the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $22,647 (15.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 28.7% for the three months ended March 31, 1999 from 23.3% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,925 (2.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 22.1% for the three months ended March 31, 1999 from 14.8% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $25,349,701 or 96.03% of the Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $222,201 $386,283 Oil and gas production expenses $ 99,277 $ 71,660 Barrels produced 7,961 10,008 Mcf produced 78,691 105,871 Average price/Bbl $ 11.30 $ 14.91 Average price/Mcf $ 1.68 $ 2.24 As shown in the table above, total oil and gas sales decreased $164,082 (42.5%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $30,000 and $61,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $29,000 and $44,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,047 barrels and 27,180 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of oil sold resulted primarily from normal declines in -29- production. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of one significant well during the three months ended March 31, 1999 to perform a workover, (ii) the III-B Partnership receiving a reduced percentage of sales on one significant well during the three months ended March 31, 1999 due to its overproduced gas balancing position in that well, and (iii) the sale of several wells during 1998. Average oil and gas prices decreased to $11.30 per barrel and $1.68 per Mcf, respectively, for the three months ended March 31, 1999 from $14.91 per barrel and $2.24 per Mcf, respectively, for the three months ended March 31, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $27,617 (38.5%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from (i) ad valorem taxes being paid during the three months ended March 31, 1999, (ii) workover expenses incurred on one significant well during the three months ended March 31, 1999 in order to improve recovery of reserves, and (iii) refunds of prior period lease operating expenses by the operators on two significant wells during the three months ended March 31, 1998. These increases were 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 44.7% for the three months ended March 31, 1999 from 18.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the dollar increase in oil and gas production expenses and the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $26,961 (30.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold and upward revisions in the estimates of remaining oil and gas reserves at December 31, 1998. As a percentage of oil and gas sales, this expense increased to 27.3% for the three months ended March 31, 1999 from 22.7% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,045 (2.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, this percentage increased to 22.0% for the three months ended March 31, 1999 from 12.4% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. -30- The Limited Partners have received cash distributions through March 31, 1999 totaling $14,763,353 or 106.72% of Limited Partners' capital contributions. III-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $469,764 $680,865 Oil and gas production expenses $159,541 $153,629 Barrels produced 5,417 6,907 Mcf produced 272,481 257,661 Average price/Bbl $ 11.86 $ 15.85 Average price/Mcf $ 1.49 $ 2.22 As shown in the table above, total oil and gas sales decreased $211,101 (31.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $23,000 was related to a decrease in volumes of oil sold and approximately $22,000 and $199,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $33,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 1,490 barrels, while volumes of gas sold increased 14,820 Mcf for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of oil sold resulted primarily from normal declines in production. Average oil and gas prices decreased to $11.86 per barrel and $1.49 per Mcf, respectively, for the three months ended March 31, 1999 from $15.85 per barrel and $2.22 per Mcf, respectively, for the three months ended March 31, 1998. The III-C Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $166,701 gain on such sales. No such sales occurred during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $5,912 (3.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 34.0% for the three months ended March 31, 1999 from 22.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -31- Depreciation, depletion, and amortization of oil and gas properties decreased $8,468 (6.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, this expense increased to 27.6% for the three months ended March 31, 1999 from 20.3% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,788 (2.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 18.4% for the three months ended March 31, 1999 from 12.4% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $17,535,795 or 71.71% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $393,394 $477,763 Oil and gas production expenses $196,118 $177,768 Barrels produced 9,478 11,883 Mcf produced 197,820 157,377 Average price/Bbl $ 9.50 $ 13.57 Average price/Mcf $ 1.53 $ 2.01 As shown in the table above, total oil and gas sales decreased $84,369 (17.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $33,000 was related to a decrease in volumes of oil sold and approximately $38,000 and $94,000, respectively, were related to decreases in the average prices of oil and gas sold. These decreases were partially offset by an increase of approximately $81,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 2,405 barrels, while volumes of gas sold increased 40,443 Mcf for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production and (ii) a positive prior period volume adjustment made during the three months ended March 31, 1998 on one significant well. The increase in volumes of gas sold resulted primarily from -32- the successful recompletion of one significant well during 1998. Average oil and gas prices decreased to $9.50 per barrel and $1.53 per Mcf, respectively, for the three months ended March 31, 1999 from $13.57 per barrel and $2.01 per Mcf, respectively, for the three months ended March 31, 1998. The III-D Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $24,154 gain on such sales. No such sales occurred during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,350 (10.3%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from a positive prior period adjustment of lease operating expenses made by the operator on one significant well during the three months ended March 31, 1999. As a percentage of oil and gas sales, these expenses increased to 49.9% for the three months ended March 31, 1999 from 37.2% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $1,497 (2.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from the increase in volumes of gas sold. This increase was partially offset by a decrease which resulted primarily from a reduction in the depletable base of oil and gas properties due to an impairment provision recorded during the fourth quarter of 1998. The impairment provision was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at December 31, 1998. As a percentage of oil and gas sales, this expense increased to 19.9% for the three months ended March 31, 1999 from 16.0% for the three months ended March 31, 1998. This percentage increase resulted primarily from the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,020 (2.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 11.9% for the three months ended March 31, 1999 from 9.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in the oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $8,697,669 or 66.39% of the Limited Partners' capital contributions. -33- III-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 ---------- ---------- Oil and gas sales $1,171,493 $1,773,318 Oil and gas production expenses $ 993,495 $ 847,442 Barrels produced 55,388 64,696 Mcf produced 412,780 513,401 Average price/Bbl $ 9.22 $ 13.24 Average price/Mcf $ 1.60 $ 1.79 As shown in the table above, total oil and gas sales decreased $601,825 (33.9%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $223,000 and $75,000, respectively, were related to decreases in the average prices of oil and gas sold and approximately $123,000 and $180,000, respectively, were related to decreases in the volumes of oil and gas sold. Volumes of oil and gas sold decreased 9,308 barrels and 100,621 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of oil sold resulted primarily from a positive prior period volume adjustment made during the three months ended March 31, 1998 on one significant well. The decrease in volumes of gas sold resulted primarily from (i) a positive prior period volume adjustment made by the purchaser during the three months ended March 31, 1998 on one significant well, (ii) the shutting-in of one significant well during the three months ended March 31, 1999, (iii) a negative prior period volume adjustment made by the purchaser during the three months ended March 31, 1999 on one significant well, and (iv) normal declines in production. Average oil and gas prices decreased to $9.22 per barrel and $1.60 per Mcf, respectively, for the three months ended March 31, 1999 from $13.24 per barrel and $1.79 per Mcf, respectively, for the three months ended March 31, 1998. Oil and gas production expenses (including lease operating expenses and production taxes) increased $146,053 (17.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This increase resulted primarily from a positive prior period adjustment of lease operating expenses by the operator on one significant well during the three months ended March 31, 1999. 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 84.8% for the three months ended March 31, 1999 from 47.8% -34- for the three months ended March 31, 1998. This percentage increase was primarily due to the dollar increase in oil and gas production expenses and the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $146,996 (49.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from a reduction in the depletable base of oil and gas properties due to an impairment provision recorded during the fourth quarter of 1998. The impairment provision was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at December 31, 1998. As a percentage of oil and gas sales, this expense decreased to 12.7% from three months ended March 31, 1999 from 16.7% for the three months ended March 31, 1998. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization. General and administrative expenses decreased $3,235 (2.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 12.6% for the three months ended March 31, 1999 from 8.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $30,490,016 or 72.90% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $438,597 $664,231 Oil and gas production expenses $217,752 $289,480 Barrels produced 14,872 15,962 Mcf produced 180,095 208,780 Average price/Bbl $ 10.66 $ 15.16 Average price/Mcf $ 1.55 $ 2.02 As shown in the table above, total oil and gas sales decreased $225,634 (34.0%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $17,000 and $58,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $67,000 and $84,000, -35- respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 1,090 barrels and 28,685 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of one significant well during the three months ended March 31, 1999 and (ii) normal declines in production. Average oil and gas prices decreased to $10.66 per barrel and $1.55 per Mcf, respectively, for the three months ended March 31, 1999 from $15.16 per barrel and $2.02 per Mcf, respectively, for the three months ended March 31, 1998. The III-F Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $28,061 gain on such sales. No such sales occurred during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $71,728 (24.8%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from a decrease in lease operating expenses which resulted primarily from the reversal of a litigation accrual no longer deemed necessary by management. As a percentage of oil and gas sales, these expenses increased to 49.6% for the three months ended March 31, 1999 from 43.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold, which increase was partially offset by the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $9,844 (6.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold, which decreases were partially offset by downward revisions in the estimates of remaining oil reserves at December 31, 1998. As a percentage of oil and gas sales, this expense increased to 31.3% for the three months ended March 31, 1999 from 22.2% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $1,623 (2.1%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 17.8% for the three months ended March 31, 1999 from 11.5% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. -36- The Limited Partners have received cash distributions through March 31, 1999 totaling $11,274,904 or 50.91% of Limited Partners' capital contributions. III-G PARTNERSHIP THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 1998. Three Months Ended March 31, ---------------------------- 1999 1998 -------- -------- Oil and gas sales $266,481 $395,819 Oil and gas production expenses $154,453 $189,209 Barrels produced 10,937 11,356 Mcf produced 96,544 112,915 Average price/Bbl $ 10.69 $ 15.05 Average price/Mcf $ 1.55 $ 1.99 As shown in the table above, total oil and gas sales decreased $129,338 (32.7%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. Of this decrease, approximately $6,000 and $33,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $48,000 and $43,000, respectively, were related to decreases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 419 barrels and 16,371 Mcf, respectively, for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. The decrease in volumes of gas sold resulted primarily from (i) the shutting-in of one significant well during the three months ended March 31, 1999 and (ii) normal declines in production. Average oil and gas prices decreased to $10.69 per barrel and $1.55 per Mcf, respectively, for the three months ended March 31, 1999 from $15.05 per barrel and $1.99 per Mcf, respectively, for the three months ended March 31, 1998. The III-G Partnership sold certain oil and gas properties during the three months ended March 31, 1998 and recognized a $21,774 gain on such sales. No such sales occurred during the three months ended March 31, 1999. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $34,756 (18.4%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from a decrease in lease operating expenses which resulted primarily from the reversal of a litigation accrual no longer deemed necessary by management. As a percentage of oil and gas sales, these expenses increased to 58.0% for the three months ended March 31, 1999 from 47.8% for the three months ended March 31, 1998. This percentage increase -37- was primarily due to the decreases in the average prices of oil and gas sold, which increase was partially offset by the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $7,581 (8.3%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. This decrease resulted primarily from the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 31.2% for the three months ended March 31, 1999 from 22.9% for the three months ended March 31, 1998. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $918 (2.2%) for the three months ended March 31, 1999 as compared to the three months ended March 31, 1998. As a percentage of oil and gas sales, these expenses increased to 16.1% for the three months ended March 31, 1999 from 10.6% for the three months ended March 31, 1998. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through March 31, 1999 totaling $ 5,932,287 or 48.66% of Limited Partners' capital contributions. YEAR 2000 COMPUTER ISSUES - ------------------------- IN GENERAL The Year 2000 Issue ("Y2K") refers to the inability of computer and other information technology systems to properly process date and time information, stemming from the earlier programming practice of using two digits rather than four to represent the year in a date. For example, computer programs and imbedded chips that are date sensitive may recognize a date using (00) as the year 1900 rather than the year 2000. The consequence of Y2K is that computer and imbedded processing systems may be at risk of malfunctioning, particularly during the transition from 1999 to 2000. The effects of Y2K are exacerbated by the interdependence of computer and telecommunication systems throughout the world. This interdependence also exists among the Partnerships, Samson, and their vendors, customers, and business partners, as well as with regulators. The potential risks associated with Y2K for an oil and gas production company fall into three general areas: (i) financial, leasehold and administrative computer systems, (ii) imbedded systems in field process control units, and (iii) third party -38- exposures. As discussed below, General Partner does not believe that these risks will be material to the Partnerships' operations. The Partnerships' business is producing oil and gas. The day-to-day production of the Partnerships' oil and gas is not dependent on computers or equipment with imbedded chips. As further discussed below, management anticipates that the Partnerships' daily business activities will not be materially affected by Y2K. The Partnerships rely on Samson to provide all of their operational and administrative services on either a direct or indirect basis. Samson is addressing each of the three Y2K areas discussed above through a readiness process that seeks to: 1. increase the awareness of the issue among key employees; 2. identify areas of potential risk; 3. assess the relative impact of these risks and Samson's ability to manage them; and 4. remediate these risks on a priority basis wherever possible. Samson Investment Company's Chief Financial Officer is responsible for communicating to its Board of Directors Y2K actions and for the ultimate implementation of its Y2K plan. He has delegated to Samson Investment Company's Senior Vice President-Technology and Administrative Services principal responsibility for ensuring Y2K compliance within Samson. Samson has been planning for the impact of Y2K on its information technology systems since 1993. As of May 1, 1999, Samson is in the final stages of implementation of a Y2K plan, as summarized below: FINANCIAL AND ADMINISTRATIVE SYSTEMS 1. Awareness. Samson has alerted its officers, managers and supervisors of Y2K issues and asked them to have their employees participate in the identification of potential Y2K risks which might otherwise go unnoticed by higher level employees and officers. As a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant financial and administrative systems exposure is the Y2K status of the accounting and land administration system used to collect and manage data for internal management decision making and for external revenue and accounts payable purposes. Other concerns include network hardware and -39- software, desktop computing hardware and software, telecommunications, and office space readiness. 3. Risk Assessment. The failure to identify and correct a material Y2K problem could result in inaccurate or untimely financial information for management decision-making or cash flow and payment purposes, including maintaining oil and gas leases. 4. Remediation. Since 1993, Samson has been upgrading its accounting and land administration software. Substantially all of the Y2K upgrades have been completed, with the remainder scheduled to be completed during the 2nd quarter of 1999. In addition, in 1997 and 1998 Samson replaced or applied software patches to substantially all of its network and desktop software applications and believes them to be generally Y2K compliant. Additional patches or software upgrades will be applied no later than June 30, 1999 to complete this process. The costs of all such risk assessments and remediation are not expected to be material to the Partnerships. 5. Contingency Planning. Notwithstanding the foregoing, should there be significant unanticipated disruptions in Samson's financial and administrative systems, all of the accounting processes that are currently automated will need to be performed manually. Samson will consider in the second half of 1999 its options with respect to contingency arrangements for temporary staffing to accommodate such situations. IMBEDDED SYSTEMS 1. Awareness. Samson's Y2K program has involved all levels of field personnel from production foremen and higher. Employees at all levels of the organization have been asked to participate in the identification of potential Y2K risks, which might otherwise go unnoticed by higher level employees and officers of Samson, and as a result, awareness of the issue is considered high. 2. Risk Identification. Samson has inventoried all possible exposures to imbedded chips and systems. Such exposures can be classified as either (i) oil and gas production and processing equipment or (ii) office machines such as faxes, copiers, phones, etc. With respect to oil and gas production and processing equipment, neither Samson nor the Partnerships operate offshore wells, significant processing plants, or wells with older electronic monitoring systems. As a result, Samson's inventory identified less than 10 applications using imbedded chips. All of these are in the process of being -40- tested by the respective vendors and are expected to be Y2K compliant or replaced no later than June 30, 1999. Oil and gas production related to such equipment is very minor with respect to the entire Samson group, and, in fact, the Partnerships' production may not use such equipment at all. Office machines are currently being tested by Samson and vendors. It is expected that such machines will be made compliant or replaced no later than June 30, 1999. 3. Risk Assessment and Remediation. The failure to identify and correct a material Y2K problem in an imbedded system could result in outcomes ranging from errors in data reporting to curtailments or shutdowns in production. As noted above, Samson has identified less than 10 imbedded system applications that may have a Y2K problem. None of these applications are believed to be material to Samson or the Partnerships. Once identified, assessed and prioritized, Samson intends to test and upgrade imbedded components and systems in field process control units deemed to pose the greatest risk of significant non-compliance and capable of testing. Samson believes that sufficient manual processes are available to minimize any such field level risk and that there will be no material impact on the Partnerships with respect to these applications. 4. Contingency Planning. Should material production disruptions occur as a result of Y2K failures in field operations, Samson will utilize its existing field personnel in an attempt to avoid any material impact on operating cash flow. Samson is not able to quantify any potential exposure in the event of systems failure or inadequate manual alternatives. THIRD PARTY EXPOSURES 1. Awareness. Samson has advised management to consider Y2K implications with its outside vendors, customers, and business partners. Management has been asked to participate in the identification of potential third party Y2K risks and, as a result, awareness of the issue is considered high. 2. Risk Identification. Samson's most significant third party Y2K exposure is its dependence on third parties for the receipt of revenues from oil and gas sales. However, virtually all of these purchasers are very large and sophisticated companies. Other Y2K concerns include the availability of electric power to Samson's field operations, the integrity of telecommunication systems, and the readiness of commercial banks to execute electronic fund transfers. -41- 3. Risk Assessment. Because of the high awareness of the Y2K problem in the U.S., Samson has not undertaken and does not plan to undertake a formal company wide plan to make inquiries of third parties on the subject of Y2K readiness. If it did so, Samson has no ability to require responses to such inquiries or to independently verify their accuracy. Samson has, however, received oral assurances from its significant oil and gas purchasers of Y2K compliance. If significant disruptions from major purchasers were to occur, however, there could be a material and adverse impact on the Partnerships' results of operations, liquidity, and financial conditions. It is important to note that third party oil and gas purchasers have significant incentives to avoid disruptions arising from a Y2K failure. For example, most of these parties are under contractual obligations to purchase oil and gas or disperse revenues to Samson. The failure to do so will result in contractual and statutory penalties. Therefore, Samson believes that it is unlikely that there will be material third party non-compliance with purchase and remittance obligations as a result of Y2K issues. 4. Remediation. Where Samson perceives significant risk of Y2K non-compliance that may have a material impact on it, and where the relationship between Samson and a vendor, customer, or business partner permits, joint testing may be undertaken during 1999 to further identify these risks. 5. Contingency Planning. In the unlikely event that material production disruptions occur as a result of Y2K failures of third parties, the Partnerships' operating cash flow could be impacted. This contingency will be factored into deliberations on the level of quarterly cash distributions paid out during any such period of cash flow disruption. -42- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. -43- 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 March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the III-B Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the III-C Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the III-D Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the III-E Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the III-F Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the III-G Partnership's financial statements as of March 31, 1999 and for the three months ended March 31, 1999, filed herewith. All other exhibits are omitted as inapplicable. -44- (b) Reports on Form 8-K. Current Report on Form 8-K filed during the first quarter of 1999: Date of Event: January 29, 1999 Date filed with the SEC: January 29, 1999 Items Included: Item 5 - Other Events Item 7 - Exhibits -45- 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: May 12, 1999 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 12, 1999 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -46- 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, 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 March 31, 1999 and for the three months ended March 31, 1999, filed herewith. All other exhibits are omitted as inapplicable.