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, 1996 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 No.) of incorporation or 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 the filing requirements for the past 90 days. Yes X No ----- ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1996 1995 ------------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 863,274 $ 560,906 Accounts receivable: General Partner 8,471 - Oil and gas sales, including $349,181 due from related parties in 1995 (Note 2) 546,371 639,787 ---------- ---------- Total current assets $1,418,116 $1,200,693 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,522,263 6,874,396 DEFERRED CHARGE 278,829 278,829 ---------- ---------- $7,219,208 $8,353,918 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 59,513 $ 90,496 Gas imbalance payable 43,854 43,854 ---------- ---------- Total current liabilities $ 103,367 $ 134,350 ACCRUED LIABILITY $ 87,624 $ 87,624 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 199,711) ($ 143,923) Limited Partners, issued and outstanding, 263,976 units 7,227,928 8,275,867 ---------- ---------- Total Partners' capital $7,028,217 $8,131,944 ---------- ---------- $7,219,208 $8,353,918 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 -------- ------------ REVENUES: Oil and gas sales, including $446,961 of sales to related parties in 1995 (Note 2) $811,194 $1,007,843 Interest and other income 6,108 5,825 Loss on sale of oil and gas properties ( 91,366) ( 501) -------- ---------- $725,936 $1,013,167 COSTS AND EXPENSES: Lease operating $166,628 $ 192,884 Production tax 50,594 75,077 Depreciation, depletion, and amortization of oil and gas properties 295,530 795,268 General and administrative 81,200 74,612 -------- ---------- $593,952 $1,137,841 -------- ---------- NET INCOME (LOSS) $131,984 ($ 124,674) ======== ========== GENERAL PARTNER - NET INCOME $ 18,115 $ 25,577 ======== ========== LIMITED PARTNERS - NET INCOME (LOSS) $113,869 ($ 150,251) ======== ========== NET INCOME (LOSS) per unit $ .43 ($ .57) ======== ========== UNITS OUTSTANDING 263,976 263,976 ======== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $1,278,131 of sales to related parties in 1995 (Note 2) $2,718,110 $2,729,389 Interest and other income 15,928 17,829 Loss on sale of oil and gas properties ( 91,216) ( 29,006) ---------- ---------- $2,642,822 $2,718,212 COSTS AND EXPENSES: Lease operating $ 497,018 $ 599,308 Production tax 186,883 219,182 Depreciation, depletion, and amortization of oil and gas properties 1,002,017 2,071,245 Impairment provision - 170,000 General and administrative 246,014 238,487 ---------- ---------- $1,931,932 $3,298,222 ---------- ---------- NET INCOME (LOSS) $ 710,890 ($ 580,010) ========== ========== GENERAL PARTNER - NET INCOME $ 74,829 $ 60,649 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 636,061 ($ 640,659) ========== ========== NET INCOME (LOSS) per unit $ 2.41 ($ 2.43) ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 710,890 ($ 580,010) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,002,017 2,071,245 Impairment provision - 170,000 Loss on sale of oil and gas properties 91,216 29,006 Increase in accounts receivable - General Partner ( 8,471) - (Increase) decrease in accounts receivable 93,416 ( 40,172) Increase in deferred charge - ( 46,060) Increase (decrease) in accounts payable ( 30,983) 8,238 Increase in accrued liability - 12,375 ---------- ---------- Net cash provided by operating activities $1,858,085 $1,624,622 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,766) ($ 32,010) Proceeds from sale of oil and gas properties 264,666 20,618 ---------- ---------- Net cash provided (used) by investing activities $ 258,900 ($ 11,392) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,814,617) ($1,691,000) ---------- ---------- Net cash used by financing activities ($1,814,617) ($1,691,000) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 302,368 ($ 77,770) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 560,906 715,050 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 863,274 $ 637,280 ========== ========== The accompanying 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, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 433,857 $ 311,585 Accounts receivable: General Partner 23,982 - Oil and gas sales, including $169,725 due from related parties in 1995 (Note 2) 316,902 373,676 ---------- ---------- Total current assets $ 774,741 $ 685,261 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,937,536 3,648,394 DEFERRED CHARGE 169,089 169,089 ---------- ---------- $3,881,366 $4,502,744 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 32,319 $ 49,382 Gas imbalance payable 6,202 6,202 ---------- ---------- Total current liabilities $ 38,521 $ 55,584 ACCRUED LIABILITY $ 47,360 $ 47,360 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 98,070) ($ 66,996) Limited Partners, issued and outstanding, 138,336 units 3,893,555 4,466,796 ---------- ---------- Total Partners' capital $3,795,485 $4,399,800 ---------- ---------- $3,881,366 $4,502,744 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 --------- ---------- REVENUES: Oil and gas sales, including $215,953 of sales to related parties in 1995 (Note 2) $473,499 $550,133 Interest and other income 3,035 2,949 Loss on sale of oil and gas properties ( 53,397) ( 219) -------- -------- $423,137 $552,863 COSTS AND EXPENSES: Lease operating $ 92,928 $ 98,986 Production tax 30,780 41,411 Depreciation, depletion, and amortization of oil and gas properties 165,720 366,261 General and administrative 42,685 39,056 -------- -------- $332,113 $545,714 -------- -------- NET INCOME $ 91,024 $ 7,149 ======== ======== GENERAL PARTNER - NET INCOME $ 11,028 $ 15,008 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $ 79,996 ($ 7,859) ======== ======== NET INCOME (LOSS) per unit $ .58 ($ .06) ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $604,029 of sales to related parties in 1995 (Note 2) $1,559,625 $1,518,951 Interest and other income 8,429 9,448 Loss on sale of oil and gas properties ( 53,334) ( 12,461) ---------- ---------- $1,514,720 $1,515,938 COSTS AND EXPENSES: Lease operating $ 265,622 $ 309,457 Production tax 110,478 121,939 Depreciation, depletion, and amortization of oil and gas properties 558,854 978,515 General and administrative 129,564 124,760 ---------- ---------- $1,064,518 $1,534,671 ---------- ---------- NET INCOME (LOSS) $ 450,202 ($ 18,733) ========== ========== GENERAL PARTNER - NET INCOME $ 44,443 $ 38,204 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 405,759 ($ 56,937) ========== ========== NET INCOME (LOSS) per unit $ 2.93 ($ .41) ========== ========== UNITS OUTSTANDING 138,336 138,336 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 450,202 ($ 18,733) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 558,854 978,515 Loss on sale of oil and gas properties 53,334 12,461 Increase in accounts receivable - General Partner ( 23,982) - (Increase) decrease in accounts receivable 56,774 ( 27,025) Increase in deferred charge - ( 25,040) Increase (decrease) in accounts payable ( 17,063) 4,619 Increase in accrued liability - 4,855 ---------- -------- Net cash provided by operating activities $1,078,119 $929,652 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 22,206) ($ 38,406) Proceeds from sale of oil and gas properties 120,876 8,661 ---------- -------- Net cash provided (used) by investing activities $ 98,670 ($ 29,745) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,054,517) ($962,000) ---------- -------- Net cash used by financing activities ($1,054,517) ($962,000) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 122,272 ($ 62,093) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 311,585 404,255 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 433,857 $342,162 ========== ======== The accompanying 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, 1996 1995 ------------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 599,115 $ 319,730 Accounts receivable: General Partner 4,958 - Oil and gas sales, including $232,323 due from related parties in 1995 (Note 2) 456,930 461,693 ---------- ---------- Total current assets $1,061,003 $ 781,423 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 5,787,285 6,723,292 DEFERRED CHARGE 67,846 67,846 ---------- ---------- $6,916,134 $7,572,561 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 44,570 $ 84,760 Gas imbalance payable 22,554 22,554 ---------- ---------- Total current liabilities $ 67,124 $ 107,314 ACCRUED LIABILITY $ 139,809 $ 139,809 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 151,863)($ 125,913) Limited Partners, issued and outstanding, 244,536 units 6,861,064 7,451,351 ---------- ---------- Total Partners' capital $6,709,201 $7,325,438 ---------- ---------- $6,916,134 $7,572,561 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $312,531 of sales to related parties in 1995 (Note 2) $694,017 $529,385 Interest and other income 4,680 4,169 Gain (loss) on sale of oil and gas properties 31,285 187 -------- -------- $729,982 $533,741 COSTS AND EXPENSES: Lease operating $123,204 $132,100 Production tax 50,332 32,341 Depreciation, depletion, and amortization of oil and gas properties 262,973 543,925 General and administrative 69,817 68,486 -------- -------- $506,326 $776,852 -------- -------- NET INCOME (LOSS) $223,656 ($243,111) ======== ======== GENERAL PARTNER - NET INCOME $ 21,468 $ 9,601 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $202,188 ($252,712) ======== ======== NET INCOME (LOSS) per unit $ .83 ($ 1.03) ======== ======== UNITS OUTSTANDING 244,536 244,536 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $1,050,045 of sales to related parties in 1995 (Note 2) $2,309,688 $1,936,797 Interest and other income 11,181 12,156 Gain (loss) on sale of oil and gas properties 31,311 ( 12,842) ---------- ---------- $2,352,180 $1,936,111 COSTS AND EXPENSES: Lease operating $ 404,017 $ 446,812 Production tax 166,832 142,738 Depreciation, depletion, and amortization of oil and gas properties 880,871 1,943,651 Impairment provision - 304,000 General and administrative 222,156 222,745 ---------- ---------- $1,673,876 $3,059,946 ---------- ---------- NET INCOME (LOSS) $ 678,304 ($1,123,835) ========== ========== GENERAL PARTNER - NET INCOME $ 68,591 $ 33,714 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 609,713 ($1,157,549) ========== ========== NET INCOME (LOSS) per unit $ 2.49 ($ 4.73) ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 678,304 ($1,123,835) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 880,871 1,943,651 Impairment provision - 304,000 (Gain) loss on sale of oil and gas properties ( 31,311) 12,842 Increase in accounts receivable - General Partner ( 4,958) - Decrease in accounts receivable 4,763 254,245 Decrease in deferred charge - 6,018 Decrease in accounts payable ( 40,190) ( 22,732) Decrease in gas imbalance payable - ( 7,360) Decrease in accrued liability - ( 15,752) ---------- ---------- Net cash provided by operating activities $1,487,479 $1,351,077 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 13,053) ($ 53,024) Proceeds from sale of oil and gas properties 99,500 5,736 ---------- ---------- Net cash provided (used) by investing activities $ 86,447 ($ 47,288) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,294,541) ($1,156,000) ---------- ---------- Net cash used by financing activities ($1,294,541) ($1,156,000) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 279,385 $ 147,789 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 319,730 216,565 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 599,115 $ 364,354 ========== ========== The accompanying 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, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 360,658 $ 169,395 Accounts receivable: General Partner 3,020 - Oil and gas sales, including $186,231 due from related parties in 1995 (Note 2) 334,581 365,008 ---------- ---------- Total current assets $ 698,259 $ 534,403 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 3,494,305 3,887,916 DEFERRED CHARGE 41,578 41,578 ---------- ---------- $4,234,142 $4,463,897 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 53,766 $ 67,198 Gas imbalance payable 9,437 9,437 ---------- ---------- Total current liabilities $ 63,203 $ 76,635 ACCRUED LIABILITY $ 174,533 $ 174,533 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 48,572)($ 36,176) Limited Partners, issued and outstanding, 131,008 units 4,044,978 4,248,905 ---------- ---------- Total Partners' capital $3,996,406 $4,212,729 ---------- ---------- $4,234,142 $4,463,897 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 -------- ---------- REVENUES: Oil and gas sales, including $192,355 of sales to related parties in 1995 (Note 2) $567,772 $401,695 Interest and other income 2,658 3,222 Gain on sale of oil and gas properties 36,370 75 -------- -------- $606,800 $404,992 COSTS AND EXPENSES: Lease operating $166,278 $156,737 Production tax 41,391 28,307 Depreciation, depletion, and amortization of oil and gas properties 134,379 328,596 General and administrative 38,116 37,266 -------- -------- $380,164 $550,906 -------- -------- NET INCOME (LOSS) $226,636 ($145,914) ======== ======== GENERAL PARTNER - NET INCOME $ 16,574 $ 5,848 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $210,062 ($151,762) ======== ======== NET INCOME (LOSS) per unit $ 1.60 ($ 1.16) ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ----------- REVENUES: Oil and gas sales, including $611,001 of sales to related parties in 1995 (Note 2) $1,665,188 $1,426,959 Interest and other income 6,531 7,324 Gain on sale of oil and gas properties 36,370 75 ---------- ---------- $1,708,089 $1,434,358 COSTS AND EXPENSES: Lease operating $ 479,936 $ 473,183 Production tax 118,072 104,187 Depreciation, depletion, and amortization of oil and gas properties 407,855 1,108,886 General and administrative 120,057 123,193 ---------- ---------- $1,125,920 $1,809,449 ---------- ---------- NET INCOME (LOSS) $ 582,169 ($ 375,091) ========== ========== GENERAL PARTNER - NET INCOME $ 45,096 $ 25,601 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 537,073 ($ 400,692) ========== ========== NET INCOME (LOSS) per unit $ 4.10 ($ 3.06) ========== ========== UNITS OUTSTANDING 131,008 131,008 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 -------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $582,169 ($ 375,091) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 407,855 1,108,886 Gain on sale of oil and gas properties ( 36,370) ( 75) Increase in accounts receivable - General Partner ( 3,020) - Decrease in accounts receivable 30,427 18,043 Decrease in deferred charge - 2,713 Decrease in accounts payable ( 13,432) ( 37,675) Decrease in accrued liability - ( 26,778) -------- ---------- Net cash provided by operating activities $967,629 $ 690,023 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 15,057) ($ 7,622) Proceeds from sale of oil and gas properties 37,183 78 -------- ---------- Net cash provided (used) by investing activities $ 22,126 ($ 7,544) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($798,492) ($ 663,000) -------- ---------- Net cash used by financing activities ($798,492) ($ 663,000) -------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $191,263 $ 19,479 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 169,395 215,899 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $360,658 $ 235,378 ======== ========== The accompanying 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, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 1,145,272 $ 665,050 Accounts receivable: General Partner 18,745 - Oil and gas sales, including $574,916 due from related parties in 1995 (Note 2) 1,365,550 1,574,465 ----------- ----------- Total current assets $ 2,529,567 $ 2,239,515 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 13,016,180 14,521,982 DEFERRED CHARGE 351,769 351,769 ----------- ----------- $15,897,516 $17,113,266 =========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 352,854 $ 388,772 Gas imbalance payable 120,272 120,272 ----------- ----------- Total current liabilities $ 473,126 $ 509,044 ACCRUED LIABILITY $ 412,184 $ 412,184 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 179,610) ($ 127,750) Limited Partners, issued and outstanding, 418,266 units 15,191,816 16,319,788 ----------- ----------- Total Partners' capital $15,012,206 $16,192,038 ----------- ----------- $15,897,516 $17,113,266 =========== =========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $440,846 of sales to related parties in 1995 (Note 2) $2,529,876 $1,952,443 Interest and other income 9,143 7,050 Gain on sale of oil and gas properties 23,687 1,701 ---------- ---------- $2,562,706 $1,961,194 COSTS AND EXPENSES: Lease operating $ 936,336 $ 967,944 Production tax 183,359 139,189 Depreciation, depletion, and amortization of oil and gas properties 564,377 848,214 General and administrative 119,439 119,363 ---------- ---------- $1,803,511 $2,074,710 ---------- ---------- NET INCOME (LOSS) $ 759,195 ($ 113,516) ========== ========== GENERAL PARTNER - NET INCOME $ 59,269 $ 28,253 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 699,926 ($ 141,769) ========== ========== NET INCOME (LOSS) per unit $ 1.67 ($ .34) ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $1,409,274 of sales to related parties in 1995 (Note 2) $6,685,261 $6,527,606 Interest and other income 25,319 17,277 Gain (loss) on sale of oil and gas properties 23,687 ( 11,717) ---------- ---------- $6,734,267 $6,533,166 COSTS AND EXPENSES: Lease operating $2,707,858 $3,078,775 Production tax 465,768 490,690 Depreciation, depletion, and amortization of oil and gas properties 1,528,296 2,717,500 General and administrative 379,825 401,244 ---------- ---------- $5,081,747 $6,688,209 ---------- ---------- NET INCOME (LOSS) $1,652,520 ($ 155,043) ========== ========== GENERAL PARTNER - NET INCOME $ 142,492 $ 100,948 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $1,510,028 ($ 255,991) ========== ========== NET INCOME (LOSS) per unit $ 3.61 ($ 0.61) ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $1,652,520 ($ 155,043) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,528,296 2,717,500 (Gain) loss on sale of oil and gas properties ( 23,687) 11,717 Increase in accounts receivable - General Partner ( 18,745) - Decrease in accounts receivable 208,915 10,048 Decrease in deferred charge - 45,847 Decrease in accounts payable ( 35,918) ( 482,387) Decrease in accrued liability - ( 60,174) ---------- ---------- Net cash provided by operating activities $3,311,381 $2,087,508 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 26,766) ($ 342,725) Proceeds from sale of oil and gas properties 27,959 4,248 ---------- ---------- Net cash provided (used) by investing activities $ 1,193 ($ 338,477) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,832,352) ($2,287,000) ---------- ---------- Net cash used by financing activities ($2,832,352) ($2,287,000) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 480,222 ($ 537,969) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 665,050 1,164,489 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,145,272 $ 626,520 ========== ========== The accompanying 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, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 536,595 $ 324,616 Accounts receivable: General Partner 2,786 - Oil and gas sales, including $131,943 due from related parties in 1995 (Note 2) 494,726 413,249 ---------- ---------- Total current assets $1,034,107 $ 737,865 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 7,477,563 8,463,035 DEFERRED CHARGE 237,269 237,269 ---------- ---------- $8,748,939 $9,438,169 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 137,266 $ 163,289 Gas imbalance payable 97,233 97,233 ---------- ---------- Total current liabilities $ 234,499 $ 260,522 ACCRUED LIABILITY $ 261,411 $ 261,411 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 103,812)($ 70,576) Limited Partners, issued and outstanding, 221,484 units 8,356,841 8,986,812 ---------- ---------- Total Partners' capital $8,253,029 $8,916,236 ---------- ---------- $8,748,939 $9,438,169 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ----------- REVENUES: Oil and gas sales, including $199,906 of sales to related parties in 1995 (Note 2) $801,543 $651,456 Interest and other income 3,735 782 Gain on sale of oil and gas properties 5,951 1,599 -------- -------- $811,229 $653,837 COSTS AND EXPENSES: Lease operating $180,805 $328,231 Production tax 34,058 35,515 Depreciation, depletion, and amortization of oil and gas properties 307,634 502,929 General and administrative 63,302 63,044 -------- -------- $585,799 $929,719 -------- -------- NET INCOME (LOSS) $225,430 ($275,882) ======== ======== GENERAL PARTNER - NET INCOME $ 23,135 $ 6,323 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $202,295 ($282,205) ======== ======== NET INCOME (LOSS) per unit $ .91 ($ 1.27) ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ------------ REVENUES: Oil and gas sales, including $680,953 of sales to related parties in 1995 (Note 2) $2,257,857 $2,128,643 Interest and other income 8,839 3,096 Gain on sale of oil and gas properties 5,951 11,302 ---------- ---------- $2,272,647 $2,143,041 COSTS AND EXPENSES: Lease operating $ 813,473 $1,096,332 Production tax 112,583 124,698 Depreciation, depletion, and amortization of oil and gas properties 957,920 1,573,454 Impairment provision - 219,000 General and administrative 201,404 205,636 ---------- ---------- $2,085,380 $3,219,120 ---------- ---------- NET INCOME (LOSS) $ 187,267 ($1,076,079) ========== ========== GENERAL PARTNER - NET INCOME $ 47,238 $ 17,894 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 140,029 ($1,093,973) ========== ========== NET INCOME (LOSS) per unit $ .63 ($ 4.94) ========== ========== UNITS OUTSTANDING 221,484 221,484 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $ 187,267 ($1,076,079) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 957,920 1,573,454 Impairment provision - 219,000 Gain on sale of oil and gas properties ( 5,951) ( 11,302) Increase in accounts receivable - General Partner ( 2,786) - Increase in accounts receivable ( 81,477) ( 2,321) Increase in deferred charge - ( 15,237) Decrease in accounts payable ( 26,023) ( 172,154) Increase in accrued liability - 20,385 ---------- ---------- Net cash provided by operating activities $1,028,950 $ 535,746 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,535) ($ 323,135) Proceeds from sale of oil and gas properties 39,038 26,900 ---------- ---------- Net cash provided (used) by investing activities $ 33,503 ($ 296,235) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 850,474) ($ 346,800) ---------- ---------- Net cash used by financing activities ($ 850,474) ($ 346,800) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 211,979 ($ 107,289) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 324,616 302,171 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 536,595 $ 194,882 ========== ========== The accompanying 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, 1996 1995 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 338,773 $ 188,474 Accounts receivable: General Partner 2,101 - Oil and gas sales, including $69,792 due from related parties in 1995 (Note 2) 313,820 258,324 ---------- ---------- Total current assets $ 654,694 $ 446,798 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 4,201,149 4,820,243 DEFERRED CHARGE 148,234 148,234 ---------- ---------- $5,004,077 $5,415,275 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 83,200 $ 99,578 Gas imbalance payable 48,600 48,600 ---------- ---------- Total current liabilities $ 131,800 $ 148,178 ACCRUED LIABILITY $ 157,334 $ 157,334 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 62,966) ($ 26,964) Limited Partners, issued and outstanding, 121,925 units 4,777,909 5,136,727 ---------- ---------- Total Partners' capital $4,714,943 $5,109,763 ---------- ---------- $5,004,077 $5,415,275 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 --------- ---------- REVENUES: Oil and gas sales, including $105,353 of sales to related parties in 1995 (Note 2) $506,885 $411,277 Interest and other income 2,212 820 Gain on sale of oil and gas properties 6,500 2,080 -------- -------- $515,597 $414,177 COSTS AND EXPENSES: Lease operating $123,955 $211,654 Production tax 20,931 22,057 Depreciation, depletion, and amortization of oil and gas properties 192,679 290,093 General and administrative 34,858 34,813 -------- -------- $372,423 $558,617 -------- -------- NET INCOME (LOSS) $143,174 ($144,440) ======== ======== GENERAL PARTNER - NET INCOME $ 14,623 $ 4,382 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) $128,551 ($148,822) ======== ======== NET INCOME (LOSS) per unit $ 1.05 ($ 1.22) ======== ======== UNITS OUTSTANDING 121,925 121,925 ======== ======== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ----------- ----------- REVENUES: Oil and gas sales, including $357,181 of sales to related parties in 1995 (Note 2) $1,430,150 $1,334,086 Interest and other income 4,867 2,033 Gain on sale of oil and gas properties 10,996 10,853 ---------- ---------- $1,446,013 $1,346,972 COSTS AND EXPENSES: Lease operating $ 539,372 $ 692,943 Production tax 70,037 74,756 Depreciation, depletion, and amortization of oil and gas properties 597,397 896,862 Impairment provision - 150,000 General and administrative 110,960 114,187 ---------- ---------- $1,317,766 $1,928,748 ---------- ---------- NET INCOME (LOSS) $ 128,247 ($ 581,776) ========== ========== GENERAL PARTNER - NET INCOME $ 30,065 $ 12,786 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) $ 98,182 ($ 594,562) ========== ========== NET INCOME (LOSS) per unit $ .81 ($ 4.88) ========== ========== UNITS OUTSTANDING 121,925 121,925 ========== ========== The accompanying 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, 1996 AND 1995 (Unaudited) 1996 1995 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) $128,247 ($581,776) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 597,397 896,862 Impairment provision - 150,000 Gain on sale of oil and gas properties ( 10,996) ( 10,853) Increase in accounts receivable - General Partner ( 2,101) - (Increase) decrease in accounts receivable ( 55,496) 3,024 Increase in deferred charge - ( 13,021) Decrease in accounts payable ( 16,378) ( 92,571) Increase in accrued liability - 16,882 -------- -------- Net cash provided by operating activities $640,673 $368,547 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 11,628) ($172,175) Proceeds from sale of oil and gas properties 44,321 20,007 -------- -------- Net cash provided (used) by investing activities $ 32,693 ($152,168) CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($523,067) ($210,000) -------- -------- Net cash used by financing activities ($523,067) ($210,000) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $150,299 $ 6,379 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 188,474 157,841 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $338,773 $164,220 ======== ======== The accompanying notes are an integral part of these financial statements. -29- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 1996 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 1996, statements of operations for the three and nine months ended September 30, 1996 and 1995 and statements of cash flows for the nine months ended September 30, 1996 and 1995 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, 1996, the results of operations for the three and nine months ended September 30, 1996 and 1995 and the cash flows for the nine months ended September 30, 1996 and 1995. 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, 1995. The results of operations for the period ended September 30, 1996 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. 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 acquisition, for the period of time the properties are held by -30- the General Partner. 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. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the difference between asset cost and salvage value is charged or credited to accumulated depreciation. Effective October 1, 1995, the Partnerships adopted the requirements of Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal". 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. Under the Partnerships' prior impairment policy if the net oil and gas properties as a whole exceeded the estimated undiscounted future net revenues of the properties, a valuation allowance would be recorded for the excess amount. The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. If net oil and gas properties recorded by a Partnership exceed the estimated undiscounted future net revenues of the properties, a provision to reduce the carrying value of oil and gas properties is recorded for the excess amount. The III-A, III-C, III-F and III-G Partnerships recorded such provisions in the amounts of $170,000, $304,000, $219,000 and $150,000, respectively, for the nine months ended September 30, 1995. No other provisions to reduce the carrying value of oil and gas properties were recorded during the three or nine months ended September 30, 1996. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnership Agreements governing the Partnerships 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 by the General Partner. During the three -31- months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ----------------- -------------- III-A $11,732 $ 69,468 III-B 6,280 36,405 III-C 5,464 64,353 III-D 3,640 34,476 III-E 9,369 110,070 III-F 5,018 58,284 III-G 2,773 32,085 During the nine months ended September 30, 1996 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ----------------- -------------- III-A $37,610 $208,404 III-B 20,349 109,215 III-C 29,097 193,059 III-D 16,629 103,428 III-E 49,615 330,210 III-F 26,552 174,852 III-G 14,705 96,255 Affiliated companies are the operator of certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities, together with any compressor rentals, consulting, or other services provided. During 1995, the Partnerships sold gas at market prices to Premier Gas Company ("Premier") and Premier then resold such gas to third parties at market prices. Premier was an affiliate of the Partnerships until December 6, 1995. The following is a summary of these sales during the three and nine months ended September 30, 1995 and the amount of the Partnerships' accrued gas sales due from Premier at December 31, 1995. -32- Gas Sales Gas Sales Accrued Gas Sales ------------------ ------------------ ----------------- 3 Months Ended 9 Months Ended As of September 30, 1995 September 30, 1995 December 31, 1995 ------------------ ------------------ ----------------- III-A $446,961 $1,278,131 $349,181 III-B 215,953 604,029 169,725 III-C 312,531 1,050,045 232,323 III-D 192,355 611,001 186,231 III-E 440,846 1,409,274 574,916 III-F 199,906 680,953 131,943 III-G 105,353 357,181 69,792 -33- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS GENERAL - ------- The Partnerships are engaged in the business of owning interests in producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and has not engaged 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 Partnership Agreements governing the Partnerships. 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 Partnerships' operations less necessary operating capital are distributed to the Partnerships' 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. Over the last several years, the domestic energy industry and the Partnerships -34- have contended with volatile, but generally low, oil and gas prices. Over the last few years, the oil and gas market appears to have moved from periods of relative stability in supply and demand to excess supply or weakened demand. These trends have led to the volatility in pricing and demand noted over the past years. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 1996 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. During the nine months ended September 30, 1996 the following Partnerships sold their interests in several oil and gas properties. Proceeds from such sales were as follows: Proceeds for Nine Months Ended Partnership September 30, 1996 III-A $264,666 III-B 120,876 III-C 99,500 III-D 37,183 III-F 39,038 III-G 44,321 Such proceeds will be included in the determination of the amount of the cash distributions to be paid to the Limited Partners of such Partnerships during November 1996. RESULTS OF OPERATIONS - --------------------- An analysis of the change in net oil and gas operations (oil and gas sales, less lease operating expenses and production taxes), is presented in the tables within "Results of Operations". Generally, the Partnerships' operations during the nine months ended September 30, 1996 reflect an increase in total revenues compared to the same periods in 1995. Management believes this increase generally resulted from an increase in oil and gas prices. Refer to "Liquidity and Capital Resources" above for a discussion of factors impacting prices. -35- PARTNERSHIP III-A THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- ---------- Oil and gas sales $811,194 $1,007,843 Oil and gas production expenses $217,222 $ 267,961 Barrels produced 10,526 16,715 Mcf produced 310,142 517,793 Average price/Bbl $ 21.53 $ 17.74 Average price/Mcf $ 1.88 $ 1.37 As shown in the table above, total oil and gas sales decreased $196,649 (19.5%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this decrease, $523,633 was related to the decreases in the volumes of oil and natural gas sold, partially offset by a $327,424 increase related to the increases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 6,189 barrels and 207,651 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the shutting-in of one well during the three months ended September 30, 1996 due to a workover performed in order to improve the recovery of reserves, (ii) the normal declines in production due to diminished oil reserves on three wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, (ii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1995, and (iii) the sale of several natural gas producing wells during 1996. Average oil and natural gas prices increased to $21.53 per barrel and $1.88 per Mcf, respectively, for the three months ended September 30, 1996 from $17.74 per barrel and $1.37 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $50,739 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) the decreases in the volumes of oil and natural gas sold -36- during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995 and (ii) the decrease in lease operating expenses due to the sale of several wells during 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 26.8% for the three months ended September 30, 1996 as compared to 26.6% for the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $499,738 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 36.4% for the three months ended September 30, 1996 from 78.9% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the upward reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses increased $6,588 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from an increase in legal and other professional fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses increased to 10.0% for the three months ended September 30, 1996 from 7.4% for the three months ended September 30, 1995. This percentage increase was primarily due to the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. -37- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $2,718,110 $2,729,389 Oil and gas production expenses $ 683,901 $ 818,490 Barrels produced 35,808 44,684 Mcf produced 1,050,856 1,341,673 Average price/Bbl $ 20.22 $ 17.66 Average price/Mcf $ 1.90 $ 1.45 As shown in the table above, total oil and gas sales remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. While the average prices of oil and natural gas sold increased for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, any resulting increase in oil and natural gas sales was offset by decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 8,876 barrels and 290,817 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the shutting-in of one well during the nine months ended September 30, 1996 due to a workover performed in order to improve the recovery of reserves, (ii) the normal declines in production due to diminished oil reserves on three wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1995, and (iii) the sale of several wells during the nine months ended September 30, 1996. Average oil and natural gas prices increased to $20.22 per barrel and $1.90 per Mcf, respectively, for the nine months ended September 30, 1996 from $17.66 per barrel and $1.45 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $134,589 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease was primarily due to the decrease in lease operating expenses due to the sale of several -38- wells during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 25.2% for the nine months ended September 30, 1996 from 30.0% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $1,069,228 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 36.9% for the nine months ended September 30, 1996 from 75.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. A provision to reduce the carrying value of the III-A Partnership's oil and gas properties at September 30, 1995 was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted value of future net revenues from the oil and gas properties. This provision was due to the declining gas prices used in projecting future net revenues at September 30, 1995. No similar provision was necessary for the nine months ended September 30, 1996. General and administrative expenses increased $7,527 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This increase primarily resulted from an increase in legal and other professional fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.1% for the nine months ended September 30, 1996 as compared to 8.7% for the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $19,815,701 or 75.07% of Limited Partners' capital contributions. -39- PARTNERSHIP III-B THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $473,499 $550,133 Oil and gas production expenses $123,708 $140,397 Barrels produced 8,474 11,762 Mcf produced 156,741 249,303 Average price/Bbl $ 21.57 $ 17.59 Average price/Mcf $ 1.85 $ 1.38 As shown in the table above, total oil and gas sales decreased $76,634 (13.9%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this decrease, $242,162 was related to the decreases in the volumes of oil and natural gas sold, partially offset by a $163,985 increase related to the increases in the average prices of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 3,288 barrels and 92,562 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from (i) the shutting-in of one well during the three months ended September 30, 1996 due to a workover performed in order to improve the recovery of reserves, (ii) the normal declines in production due to diminished oil reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, (ii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1995, and (iii) the sale of several wells during 1996. Average oil and natural gas prices increased to $21.57 per barrel and $1.85 per Mcf, respectively, for the three months ended September 30, 1996 from $17.59 per barrel and $1.38 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $16,689 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from the decreases in the volumes of oil and natural gas sold during -40- the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 26.1% for the three months ended September 30, 1996 as compared to 25.5% for the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $200,541 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 35.0% for the three months ended September 30, 1996 from 66.6% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses increased $3,629 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from an increase in legal and other professional fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses increased to 9.0% for the three months ended September 30, 1996 from 7.1% for the three months ended September 30, 1995. This percentage increase was primarily due to the decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,559,625 $1,518,951 Oil and gas production expenses $ 376,100 $ 431,396 Barrels produced 27,882 32,038 Mcf produced 532,735 662,367 Average price/Bbl $ 20.30 $ 17.70 Average price/Mcf $ 1.87 $ 1.44 -41- As shown in the table above, total oil and gas sales increased $40,675 (2.7%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $368,117 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $326,779 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 4,156 barrels and 129,632 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) the sale of several wells during the nine months ended September 30, 1996, and (iii) positive prior period volume adjustments made by the purchasers on two wells during the nine months ended September 30, 1995. Average oil and natural gas prices increased to $20.30 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1996 from $17.70 per barrel and $1.44 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $55,296 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in equipment rental charges on one well during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (ii) the decrease in lease operating expenses due to the sale of several wells during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 24.1% for the nine months ended September 30, 1996 from 28.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $419,661 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 35.8% for the nine months ended September 30, 1996 from 64.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, -42- depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses increased by $4,804 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This increase resulted primarily from an increase in legal and other professional fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.3% for the nine months ended September 30, 1996 as compared to 8.2% for the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $11,585,353 or 83.75% of Limited Partners' capital contributions. PARTNERSHIP III-C THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $694,017 $529,385 Oil and gas production expenses $173,536 $164,441 Barrels produced 3,938 6,523 Mcf produced 325,447 330,042 Average price/Bbl $ 22.23 $ 16.12 Average price/Mcf $ 1.86 $ 1.29 As shown in the table above, total oil and gas sales increased $164,632 (31.1%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $227,980 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $57,465 decrease related to the decrease in the volumes of oil sold. Volumes of oil and natural gas sold decreased by 2,585 barrels and 4,595 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of oil sold resulted primarily from the normal declines in production due to diminished oil reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $22.23 per barrel and $1.86 per Mcf, respectively, for the three months -43- ended September 30, 1996 from $16.12 per barrel and $1.29 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) increased $9,095 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from increases in production taxes associated with the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 25.0% for the three months ended September 30, 1996 from 31.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $280,952 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 37.9% for the three months ended September 30, 1996 from 102.7% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 10.1% for the three months ended September 30, 1996 from 12.9% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. -44- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $2,309,688 $1,936,797 Oil and gas production expenses $ 570,849 $ 589,550 Barrels produced 18,618 20,509 Mcf produced 1,057,587 1,196,163 Average price/Bbl $ 19.97 $ 17.28 Average price/Mcf $ 1.83 $ 1.32 As shown in the table above, total oil and gas sales increased $372,891 (19.3%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $665,212 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $291,357 decrease related to the decrease in the volumes of oil sold. Volumes of oil and natural gas sold decreased by 1,891 barrels and 138,576 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.97 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1996 from $17.28 per barrel and $1.32 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $18,701 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in equipment rental charges on one well during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) prior period adjustments made by the operator during the nine months ended September 30, 1995 for compression expenses on several wells, and (iii) the decrease in lease operating expenses due to the sale of three wells during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 24.7% for the nine months ended September 30, 1996 as compared to 30.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $1,062,780 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimates of remaining oil and natural -45- gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 38.1% for the nine months ended September 30, 1996 from 100.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. A provision to reduce the carrying value of the III-C Partnership's oil and gas properties at September 30, 1995 was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted value of future net revenues from the oil and gas properties. This provision was due to the declining gas prices used in projecting future net revenues at September 30, 1995. No similar provision was necessary for the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 9.6% for the nine months ended September 30, 1996 from 11.5% for the nine months ended September 30, 1995. This percentage decrease was primarily due to increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $12,353,795 or 50.52% of Limited Partners' capital contributions. -46- PARTNERSHIP III-D THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $567,772 $401,695 Oil and gas production expenses $207,669 $185,044 Barrels produced 10,991 9,797 Mcf produced 186,913 202,006 Average price/Bbl $ 20.62 $ 15.85 Average price/Mcf $ 1.82 $ 1.22 As shown in the table above, total oil and gas sales increased $166,077 (41.3%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $167,936 was related to the increases in the average prices of oil and natural gas sold and $24,620 was related to the increase in the volumes of oil sold, partially offset by a $27,469 decrease related to the decrease in the volumes of natural gas sold. Volumes of oil sold increased by 1,194 barrels, while volumes of natural gas sold decreased by 15,093 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $20.62 per barrel and $1.82 per Mcf, respectively, for the three months ended September 30, 1996 from $15.85 per barrel and $1.22 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) increased $22,625 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This increase resulted primarily from the increases in production taxes associated with the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 36.6% for the three months ended September 30, 1996 from 46.1% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $194,217 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining natural -47- gas reserves at December 31, 1995, (ii) the decrease in the volumes of natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 23.7% for the three months ended September 30, 1996 as compared to 81.8% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses decreased $850 for the three months ended September 30, 1996 as compared to three months ended September 30, 1995. This decrease resulted primarily from a decrease in professional fees during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 6.7% for the three months ended September 30, 1996 from 9.3% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,665,188 $1,426,959 Oil and gas production expenses $ 598,008 $ 577,370 Barrels produced 33,069 31,639 Mcf produced 565,614 690,232 Average price/Bbl $ 19.47 $ 16.62 Average price/Mcf $ 1.81 $ 1.31 As shown in the table above, total oil and gas sales increased $238,229 (16.7%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $435,287 was related to the increases in the average prices of oil and natural gas sold and $27,842 was related to the increase in the volumes of oil sold, partially offset by a $225,559 decrease related to the decrease in the volumes of natural gas sold. Volumes of oil sold increased by 1,430 barrels, while volumes of natural gas sold decreased by 124,618 Mcf for the nine months ended September 30, 1996 as compared to -48- the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) positive prior period volume adjustments made by the purchasers on two wells during the nine months ended September 30, 1995, and (ii) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.47 per barrel and $1.81 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.62 per barrel and $1.31 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) increased by $20,638 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This increase resulted primarily from the increases in production taxes associated with the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 35.9% for the nine months ended September 30, 1996 from 40.5% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $701,031 during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining natural gas reserves at December 31, 1995, (ii) the decrease in the volumes of natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 24.5% for the nine months ended September 30, 1996 as compared to 77.7% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revisions and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $3,136 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from decreases in both printing and postage expenses and professional fees during the nine months ended September 30, 1996 as compared -49- to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 7.2% for the nine months ended September 30, 1996 from 8.6% for the nine months ended September 30, 1995. This percentage decrease resulted primarily from increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $5,793,669 or 44.22% of Limited Partners' capital contributions. PARTNERSHIP III-E THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $2,529,876 $1,952,443 Oil and gas production expenses $1,119,695 $1,107,133 Barrels produced 65,854 62,129 Mcf produced 624,833 707,758 Average price/Bbl $ 20.33 $ 15.90 Average price/Mcf $ 1.91 $ 1.36 As shown in the table above, total oil and gas sales increased $577,433 (29.6%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $664,498 was related to the increases in the average prices of oil and natural gas sold and $75,729 was related to the increase in the volumes of oil sold, partially offset by a $158,387 decrease related to the decrease in the volumes of natural gas sold. Volumes of oil sold increased by 3,725 barrels, while volumes of natural gas sold decreased by 82,925 Mcf for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Average oil and natural gas prices increased to $20.33 per barrel and $1.91 per Mcf, respectively, for the three months ended September 30, 1996 from $15.90 per barrel and $1.36 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 44.3% for the three months ended September 30, 1996 from 56.7% for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and -50- natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $283,837 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining natural gas reserves at December 31, 1995, (ii) the decrease in the volumes of natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 22.3% for the three months ended September 30, 1996 from 43.4% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 4.7% for the three months ended September 30, 1996 from 6.1% for the three months ended September 30, 1995. This percentage decrease resulted primarily from increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $6,685,261 $6,527,606 Oil and gas production expenses $3,173,626 $3,569,465 Barrels produced 186,855 197,527 Mcf produced 1,640,848 2,276,624 Average price/Bbl $ 19.32 $ 16.52 Average price/Mcf $ 1.87 $ 1.43 As shown in the table above, total oil and gas sales increased $157,655 (2.4%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $1,554,791 was related to the increases in the average prices of oil and natural gas sold, partially offset by a -51- $1,395,084 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 10,672 barrels and 635,776 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from significant positive prior period volume adjustments made by the purchasers on two wells during the nine months ended September 30, 1995. Average oil and natural gas prices increased to $19.32 per barrel and $1.87 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.52 per barrel and $1.43 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $395,839 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from the decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 47.5% for the nine months ended September 30, 1996 from 54.7% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $1,189,204 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining natural gas reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 22.9% for the nine months ended September 30, 1996 from 41.6% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. General and administrative expenses decreased $21,419 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in both printing and postage expenses and professional fees during the nine months ended September 30, -52- 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 5.7% for the nine months ended September 30, 1996 as compared to 6.1% for the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $21,861,016 or 52.27% of Limited Partners' capital contributions. PARTNERSHIP III-F THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $801,543 $651,456 Oil and gas production expenses $214,863 $363,746 Barrels produced 20,248 20,738 Mcf produced 221,599 268,999 Average price/Bbl $ 21.40 $ 15.13 Average price/Mcf $ 1.66 $ 1.26 As shown in the table above, total oil and gas sales increased $150,087 (23.0%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $237,627 related to the increases in the average prices of oil and natural gas sold, partially offset by a $78,684 decrease related to the decrease in the volumes of natural gas sold. Volumes of oil and natural gas sold decreased by 490 barrels and 47,400 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, (ii) the shutting-in of one well during the three months ended September 30, 1996 due to mechanical difficulties, and (iii) the sale of three natural gas producing wells during 1996 and the later part of 1995. Average oil and natural gas prices increased to $21.40 per barrel and $1.66 per Mcf, respectively, for the three months ended September 30, 1996 from $15.13 per barrel and $1.26 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $148,883 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from -53- (i) a downward ownership adjustment made by the operator on one well during the nine months ended September 30, 1996, (ii) the shutting-in of one well during the nine months ended September 30, 1996 due to mechanical difficulties, (iii) workover expenses incurred during the nine months ended September 30, 1995 on three wells in order to improve the recovery of reserves, and (iv) a decrease in lease operating expenses due to the sale of several wells during 1996 and the later part of 1995. As a percentage of oil and gas sales, these expenses decreased to 26.8% for the three months ended September 30, 1996 from 55.8% for the three months ended September 30, 1995. This percentage increase was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $195,295 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining oil reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 38.4% for the three months ended September 30, 1996 from 77.2% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 7.9% for the three months ended September 30, 1996 from 9.7% for the three months ended September 30, 1995. This percentage decrease resulted primarily from the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. -54- NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $2,257,857 $2,128,643 Oil and gas production expenses $ 926,056 $1,221,030 Barrels produced 58,207 60,020 Mcf produced 719,068 870,742 Average price/Bbl $ 19.55 $ 16.82 Average price/Mcf $ 1.56 $ 1.28 As shown in the table above, total oil and gas sales increased $129,214 (6.1%) for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Of this increase, $407,663 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $272,055 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 1,813 barrels and 151,674 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1995, (iii) the shutting-in of two wells during the nine months ended September 30, 1996 due to mechanical difficulties, and (iv) the sale of three natural gas producing wells during 1996 and 1995. Average oil and natural gas prices increased to $19.55 per barrel and $1.56 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.82 per barrel and $1.28 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $294,974 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) a decrease in lease operating expenses due to the sale of three wells during the fourth quarter of 1995, (ii) workover expenses incurred during the nine months ended September 30, 1995 on three wells in order to improve the recovery of reserves, (iii) a decrease in lease operating expenses due to the shutting- in of one well during the nine months ended September 30, 1996 due to mechanical difficulties, and (iv) a downward ownership adjustment made by the operator on one well during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 41.0% for the nine months -55- ended September 30, 1996 from 57.4% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $615,534 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining oil reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 42.4% for the nine months ended September 30, 1996 from 73.9% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. A provision to reduce the carrying value of the III-F Partnership's oil and gas properties at September 30, 1995 was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted value of future net revenues from the oil and gas properties. This provision was due to the declining gas prices used in projecting future net revenues at September 30, 1995. No similar provision was necessary for the nine months ended September 30, 1996. General and administrative expenses decreased $4,232 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in both printing and postage expenses and professional fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.9% for the nine months ended September 30, 1996 as compared to 9.7% for the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $7,976,904 or 36.02% of Limited Partners' capital contributions. -56- PARTNERSHIP III-G THREE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1995. Three months ended September 30, -------------------------------- 1996 1995 -------- -------- Oil and gas sales $506,885 $411,277 Oil and gas production expenses $144,886 $233,711 Barrels produced 14,165 14,935 Mcf produced 121,454 146,240 Average price/Bbl $ 21.50 $ 15.24 Average price/Mcf $ 1.67 $ 1.26 As shown in the table above, total oil and gas sales increased $95,608 (23.3%) for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Of this increase, $153,451 was related to the increases in the average prices of oil and natural gas sold, partially offset by a decrease of $57,948 related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 770 barrels and 24,786 Mcf, respectively, for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, (ii) the shutting-in of one well during the three months ended September 30 1996 due to mechanical difficulties, and (iii) the sale of four natural gas producing wells during 1996 and the later part of 1995. Average oil and natural gas prices increased to $21.50 per barrel and $1.67 per Mcf, respectively, for the three months ended September 30, 1996 from $15.24 per barrel and $1.26 per Mcf, respectively, for the three months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $88,825 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) a downward ownership adjustment made by the operator on one well during the nine months ended September 30, 1996, (ii) the shutting-in of one well during the three months ended September 30, 1996 due to mechanical difficulties, (iii) workover expenses incurred on three wells during the three months ended September 30, 1995 in order to improve the recovery of reserves, and (iv) the decrease in lease operating expenses due to the sale of several wells during 1996 and the later part of 1995. As a percentage of oil and gas sales, these expenses decreased to 28.6% for the three months ended September 30, 1996 from 56.8% -57- for the three months ended September 30, 1995. This percentage decrease was primarily due to the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $97,414 for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining oil reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas sales, this expense decreased to 38.0% for the three months ended September 30, 1996 from 70.5% for the three months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. General and administrative expenses remained relatively constant for the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. As a percentage of oil and gas sales, these expenses decreased to 6.9% for the three months ended September 30, 1996 from 8.5% for the three months ended September 30, 1995. This percentage decrease resulted primarily from increases in the average prices of oil and natural gas sold during the three months ended September 30, 1996 as compared to the three months ended September 30, 1995. NINE MONTHS ENDED SEPTEMBER 30, 1996 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1995. Nine months ended September 30, ------------------------------- 1996 1995 ---------- ---------- Oil and gas sales $1,430,150 $1,334,086 Oil and gas production expenses $ 609,409 $ 767,699 Barrels produced 41,945 43,318 Mcf produced 388,400 469,250 Average price/Bbl $ 19.58 $ 16.83 Average price/Mcf $ 1.57 $ 1.29 As shown in the table above, total oil and gas sales increased $96,064 (7.2%) for the nine months ended September 30, 1996 as -58- compared to the nine months ended September 30, 1995. Of this increase, $250,515 was related to the increases in the average prices of oil and natural gas sold, partially offset by a $153,818 decrease related to the decreases in the volumes of oil and natural gas sold. Volumes of oil and natural gas sold decreased by 1,373 barrels and 80,850 Mcf, respectively, for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. The decrease in the volumes of natural gas sold resulted primarily from (i) the normal declines in production due to diminished natural gas reserves on several wells during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, (ii) a positive prior period adjustment made by the purchaser on one well during the nine months ended September 30, 1995, (iii) the shutting-in of two wells during the nine months ended September 30, 1996 due to mechanical difficulties, and (iv) the sale of three natural gas producing wells during 1996 and the later part of 1995. Average oil and natural gas prices increased to $19.58 per barrel and $1.57 per Mcf, respectively, for the nine months ended September 30, 1996 from $16.83 per barrel and $1.29 per Mcf, respectively, for the nine months ended September 30, 1995. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $158,290 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995 This decrease resulted primarily from (i) the decrease in lease operating expenses due to the sale of three wells during the fourth quarter of 1995, (ii) workover expenses incurred on four wells during the nine months ended September 30, 1995 in order to improve the recovery of reserves, (iii) the shutting-in of one well during the nine months ended September 30, 1996 due to mechanical difficulties, and (iv) a downward ownership adjustment made by the operator on one well during the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 42.6% for the nine months ended September 30, 1996 from 57.5% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the decrease in oil and gas production expenses discussed above and increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. Depreciation, depletion, and amortization of oil and gas properties decreased $299,465 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from (i) significant upward revisions in the estimate of remaining oil reserves at December 31, 1995, (ii) decreases in the volumes of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995, and (iii) a decrease in capitalized costs due to an impairment provision recognized in the fourth quarter of 1995. As a percentage of oil and gas -59- sales, this expense decreased to 41.8% for the nine months ended September 30, 1996 from 67.2% for the nine months ended September 30, 1995. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization related to the reserve revision and impairment provision discussed above and the increases in the average prices of oil and natural gas sold during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. A provision to reduce the carrying value of the III-G Partnership's oil and gas properties at September 30, 1995 was necessary due to the unamortized costs of oil and gas properties exceeding the undiscounted value of future net revenues from the oil and gas properties. This provision was due to the declining gas prices used in projecting future net revenues at September 30, 1995. No similar provision was necessary for the nine months ended September 30, 1996. General and administrative expenses decreased $3,227 for the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. This decrease resulted primarily from a decrease in both printing and postage fees and filing fees during the nine months ended September 30, 1996 as compared to the nine months ended September 30, 1995. As a percentage of oil and gas sales, these expenses remained relatively constant at 7.8% for the nine months ended September 30, 1996 as compared to 8.6% for the nine months ended September 30, 1995. The Limited Partners have received cash distributions through September 30, 1996 totaling $3,905,287 or 32.03% 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, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the III-B Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the III-C Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the III-D Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the III-E Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the III-F Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the III-G Partnership's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable. -61- (b) Reports on Form 8-K: Current Reports on Form 8-K filed during third quarter of 1996: Date of event: July 1, 1996 Date filed with SEC: July 8, 1996 Item included: Item 5 - Other Events Date of event: July 17, 1996 Date filed with SEC: July 31, 1996 Item included: Item 5 - Other Events -62- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G (Registrant) By: GEODYNE RESOURCES, INC. General Partner Date: November 14, 1996 By: /s/Dennis R. Neill ------------------------------- (Signature) Dennis R. Neill President Date: November 14, 1996 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -63- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-A's financial statements as of September 30, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, 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, 1996 and for the nine months ended September 30, 1996, filed herewith. All other exhibits are omitted as inapplicable.