FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports)
and (2) has been subject to the filing requirements for the past 90
days. Yes X No
----- -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (Sec. 229.405 of this chapter)
is not contained herein, and will not be contained, to the best of
registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any
amendment to this Form 10-K405.
X Disclosure is not contained herein.
-----
Disclosure is contained herein.
-----
The Depository Units are not publicly traded, therefore,
Registrant cannot compute the aggregate market value of the voting
units held by non-affiliates of the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
ii
FORM 10-K405
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
ITEM 1. BUSINESS . . . . . . . . . . . . . . . . . . . . . 1
ITEM 2. PROPERTIES . . . . . . . . . . . . . . . . . . . . 6
ITEM 3. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . 21
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED
PARTNERS . . . . . . . . . . . . . . . . . . . . . 24
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER
MATTERS . . . . . . . . . . . . . . . . . . . . . 24
ITEM 6. SELECTED FINANCIAL DATA . . . . . . . . . . . . . 28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS . . . . . . . 35
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA . . . 68
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE . . . . . . . 69
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL
PARTNER . . . . . . . . . . . . . . . . . . . . . 69
ITEM 11. EXECUTIVE COMPENSATION . . . . . . . . . . . . . . 70
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT . . . . . . . . . . . . . . . . . . 79
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS . . 80
PART IV . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 83
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND
REPORTS ON FORM 8-K . . . . . . . . . . . . . . . 83
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . 89
iii
PART I
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership III-A (the "III-A
Partnership"), Geodyne Energy Income Limited Partnership III-B (the
"III-B Partnership"), Geodyne Energy Income Limited Partnership III-C
(the "III-C Partnership"), Geodyne Energy Income Limited Partnership
III-D (the "III-D Partnership"), Geodyne Energy Income Limited
Partnership III-E (the "III-E Partnership"), Geodyne Energy Income
Limited Partnership III-F (the "III-F Partnership"), and Geodyne
Energy Income Limited Partnership III-G (the "III-G Partnership")
(collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each
Partnership is composed of Geodyne Resources, Inc., a Delaware
corporation, as general partner ("Geodyne" or the "General Partner"),
Geodyne Depositary Company, a Delaware corporation, as the sole
initial limited partner, and public investors as substitute limited
partners (the "Limited Partners"). The Partnerships commenced
operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
III-A November 21, 1989
III-B January 24, 1990
III-C February 27, 1990
III-D September 5, 1990
III-E December 26, 1990
III-F March 7, 1991
III-G September 20, 1991
The General Partner currently serves as general partner of 29
limited partnerships and is a wholly-owned subsidiary of Samson
Investment Company. Samson Investment Company and its various
corporate subsidiaries, including the General Partner (collectively,
the "Samson Companies"), are engaged in the production and development
of and exploration for oil and gas reserves and the acquisition and
operation of producing properties. At December 31, 1996, the Samson
Companies owned interests in approximately 16,000 oil and gas wells
located in 19 states of the United States and Canada, Venezuela, and
Russia. At December 31, 1996, the Samson Companies operated approxi-
mately 2,600 oil and gas wells located in 15 states of the United
States and Canada, Venezuela, and Russia.
1
The Partnerships are currently engaged in the business of owning
interests in producing oil and gas properties located in the
continental United States. The Partnerships may also engage to a
limited extent in development drilling on producing oil and gas
properties as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers,
directors, or employees. They rely instead on the personnel of the
General Partner and the other Samson Companies. As of March 15, 1997,
the Samson Companies employed approximately 780 persons. No employees
are covered by collective bargaining agreements, and management
believes that the Samson Companies provide a sound employee relations
environment. For information regarding the executive officers of the
General Partner, see "Item 10. Directors and Executive Officers of the
General Partner."
The General Partner's and the Partnerships' principal place of
business is located at Samson Plaza, Two West Second Street, Tulsa,
Oklahoma 74103, and their telephone number is (918) 583-1791 or (800)
283-1791.
Funding
Although the Agreements of Limited Partnership (the "Partnership
Agreements") for each Partnership permit it to incur borrowings,
operations and expenses are currently funded out of each Partnership's
revenues from oil and gas sales. The General Partner may, but is not
required to, advance funds to a Partnership for the same purposes for
which Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not
refine or otherwise process crude oil and condensate. The
Partnerships do not hold any patents, trademarks, licenses, or
concessions and are not a party to any government contracts. The
Partnerships have no backlog of orders and do not participate in
research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods,
compressors, production material, or other equipment.
2
Competition and Marketing
The domestic oil and gas industry is highly competitive, with a
large number of companies and individuals engaged in the exploration
and development of oil and gas properties. The ability of the
Partnerships to produce and market oil and gas profitably depends on a
number of factors that are beyond the control of the Partnerships.
These factors include worldwide political instability (especially in
oil-producing regions), United Nations export embargoes, the supply
and price of foreign imports of oil and gas, the level of consumer
product demand (which can be heavily influenced by weather patterns),
government regulations and taxes, the price and availability of
alternative fuels, the overall economic environment, and the
availability and capacity of transportation and processing facilities.
The effect of these factors on future oil and gas industry trends
cannot be accurately predicted or anticipated.
The most important variable affecting the Partnerships' revenues
is the prices received for the sale of oil and gas. Predicting future
prices is very difficult. Concerning past trends, average yearly
wellhead gas prices in the United States have been relatively volatile
for a number of years. For the past ten years, such prices have
generally been in the $1.40 to $2.00 per Mcf range, significantly
below prices received in the early 1980s. Average gas prices in the
last several months have, however, been somewhat higher than those
yearly averages. It is not known whether this is a short-term trend
or will lead to higher average gas prices on a longer-term basis.
Substantially all of the Partnerships' gas reserves are being
sold in the "spot market." Prices on the spot market are subject to
wide seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Partnerships' gas increased from approximately $2.00
per Mcf at December 31, 1995 to approximately $3.57 per Mcf at
December 31, 1996. Such prices were on an MMBTU basis and differ from
the prices actually received by the Partnerships due to transportation
and marketing costs, BTU adjustments, and regional price and quality
differences.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
3
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Partnerships for at least the following year. In particular, it
should be noted that December 31, 1996 prices were much higher than
year-end prices for the last several years and substantially higher
than the average prices received in each of the last several years.
It is not possible to predict whether the December 1996 pricing level
is indicative of a new trend toward higher energy prices or a short-
term deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31,
1996:
Partnership Purchaser Percentage
----------- -------------------- ----------
III-A El Paso Energy Marketing
Company ("El Paso") 59.2%
Mesa Operating Ltd.
Partnership ("Mesa") 19.4%
III-B El Paso 47.9%
Mesa 22.0%
Sun Refining & Marketing
Company 10.3%
III-C El Paso 51.2%
III-D El Paso 44.4%
Oryx Energy Company
("Oryx") 19.9%
III-E Oryx 36.5%
El Paso 12.3%
Hunt Energy Corp. 10.0%
III-F El Paso 25.9%
Amoco Production
Company ("Amoco") 10.4%
III-G El Paso 21.6%
Amoco 10.9%
4
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material
change in availability of open access transportation by the
Partnerships' pipeline transporters, the Partnerships may encounter
difficulty in marketing their gas and in maintaining historic sales
levels. Management does not expect any of its open access
transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes
that alternatives would be available whereby the Partnerships would be
able to continue to market their gas.
The Partnerships' principal customers for crude oil production
are refiners and other companies which have pipeline facilities near
the producing properties of the Partnerships. In the event pipeline
facilities are not conveniently available to production areas, crude
oil is usually trucked by purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and
gas is subject to extensive federal and state laws and regulations
governing a wide variety of matters, including the drilling and
spacing of wells, allowable rates of production, prevention of waste
and pollution, and protection of the environment. In addition to the
direct costs borne in complying with such regulations, operations and
revenues may be impacted to the extent that certain regulations limit
oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of
crude oil and condensate are made by the Partnerships at market prices
and are not subject to price controls. The sale of gas may be subject
to both federal and state laws and regulations, including, but not
limited to, the Natural Gas Act of 1938 (the "NGA"), the Natural Gas
Policy Act of 1978 (the "NGPA"), and regulations promulgated by the
Federal Energy Regulatory Commission (the "FERC") under the NGA, the
NGPA, and other statutes. The provisions of the NGA and the NGPA, as
well as the regulations thereunder, are complex and affect all who
produce, resell, transport, or purchase gas, including the Partner-
ships. Although virtually all of the Partnerships' gas production is
not subject to price regulation, the NGA, NGPA, and FERC regulations
affect the availability of gas transportation services and the ability
of gas consumers to continue to purchase or use gas at current levels.
Accordingly, such regulations may have a material effect on the
Partnerships' operations and projections of future oil and gas
production and revenues.
5
Future Legislation -- Legislation affecting the oil and gas
industry is under constant review for amendment or expansion. Because
such laws and regulations are frequently amended or reinterpreted,
management is unable to predict what additional energy legislation may
be proposed or enacted or the future cost and impact of complying with
existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are
subject to numerous laws and regulations governing the discharge of
materials into the environment or otherwise relating to environmental
protection. Compliance with such laws and regulations, together with
any penalties resulting from noncompliance therewith, may increase the
cost of the Partnerships' operations or may affect the Partnerships'
ability to complete, in a timely fashion, existing or future
activities. Management anticipates that various local, state, and
federal environmental control agencies will have an increasing impact
on oil and gas operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts,
pollution, fires, and other casualties. The Partnerships maintain
insurance coverage as is customary for entities of a similar size
engaged in operations similar to that of the Partnerships, but losses
can occur from uninsurable risks or in amounts in excess of existing
insurance coverage. The occurrence of an event which is not fully
covered by insurance could have a material adverse effect on the
Partnerships' financial position and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of
the Partnerships as of December 31, 1996.
6
Well Statistics(1)
As of December 31, 1996
Number of Gross Wells(2) Number of Net Wells(3)
------------------------- ----------------------------
P/ship Total Oil Gas N/A(4) Total Oil Gas N/A(4)
- -------- ----- ----- --- ------ ------ ----- ----- ------
III-A 314 114 193 7 20.01 4.29 15.08 .64
III-B 262 81 173 8 12.18 3.95 7.75 .48
III-C 292 71 214 7 24.57 12.08 12.23 .26
III-D 277 182 77 18 22.42 12.77 7.54 2.11
III-E 351 162 164 25 102.68 54.45 31.83 16.40
III-F 643 487 145 11 31.43 17.05 13.06 1.32
III-G 2,187 1,726 445 16 21.06 12.76 7.41 .89
- ----------
(1) The designation of a well as an oil well or gas well is made by
the General Partner based on the relative amount of oil and gas
reserves for the well. Regardless of a well's oil or gas
designation, it may produce oil, gas, or both oil and gas.
(2) As used in this Annual Report on Form 10-K ("Annual Report"),
"gross well" refers to a well in which a working interest is
owned; accordingly, the number of gross wells is the total number
of wells in which a working interest is owned.
(3) As used in this Annual Report, "net well" refers to the sum of
the fractional working interests owned in gross wells expressed
as whole numbers and fractions thereof. For example, a 15%
leasehold interest in a well represents one gross well, but 0.15
net well.
(4) Wells which have not been designated as oil or gas.
Drilling Activities
The Partnerships did not participate in any drilling activities
during the year ended December 31, 1996.
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information
concerning the oil (including condensates) and gas production, net of
all royalties, overriding royalties, and other third party interests,
of the Partnerships, revenues attributable to such production, and
certain price and cost information. As used in the following tables,
direct operating expenses include lease operating expenses and
production taxes. In addition, gas production is converted to oil
equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not
necessarily indicative of the relationship of oil and gas prices. The
respective prices of oil and gas are affected by market and other
factors in addition to relative energy content.
7
Net Production Data
III-A Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 46,923 58,590 70,278
Gas (Mcf) 1,268,943 1,798,692 2,208,657
Oil and gas sales:
Oil $ 975,701 $1,026,724 $1,131,965
Gas 2,658,303 2,620,883 3,912,771
--------- --------- ---------
Total $3,634,004 $3,647,607 $5,044,736
========= ========= =========
Total direct operating
expenses $ 899,073 $1,129,096 $1,156,185
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.7% 31.0% 22.9%
Average sales price:
Per barrel of oil $20.79 $17.52 $16.11
Per Mcf of gas 2.09 1.46 1.77
Direct operating expenses
per equivalent Bbl of
oil $ 3.48 $ 3.15 $ 2.64
8
Net Production Data
III-B Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 37,849 42,818 52,083
Gas (Mcf) 642,152 900,882 1,077,009
Oil and gas sales:
Oil $ 794,186 $ 752,820 $ 838,740
Gas 1,319,321 1,310,287 1,878,368
--------- --------- ---------
Total $2,113,507 $2,063,107 $2,717,108
========= ========= =========
Total direct operating
expenses $ 497,491 $ 617,474 $ 616,689
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 23.5% 29.9% 22.7%
Average sales price:
Per barrel of oil $20.98 $17.58 $16.10
Per Mcf of gas 2.05 1.45 1.74
Direct operating expenses
per equivalent Bbl of
oil $ 3.43 $ 3.20 $ 2.66
9
Net Production Data
III-C Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 27,429 26,926 29,891
Gas (Mcf) 1,351,525 1,662,411 1,734,781
Oil and gas sales:
Oil $ 567,261 $ 466,779 $ 473,009
Gas 2,692,354 2,293,709 2,756,512
--------- --------- ---------
Total $3,259,615 $2,760,488 $3,229,521
========= ========= =========
Total direct operating
expenses $ 781,115 $ 819,583 $ 968,603
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.0% 29.7% 30.0%
Average sales price:
Per barrel of oil $20.68 $17.34 $15.82
Per Mcf of gas 1.99 1.38 1.59
Direct operating expenses
per equivalent Bbl of
oil $ 3.09 $ 2.70 $ 3.04
10
Net Production Data
III-D Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 41,351 42,166 46,995
Gas (Mcf) 760,593 1,000,561 852,068
Oil and gas sales:
Oil $ 832,109 $ 699,885 $ 719,362
Gas 1,504,599 1,387,597 1,297,999
--------- --------- ---------
Total $2,336,708 $2,087,482 $2,017,361
========= ========= =========
Total direct operating
expenses $ 928,670 $ 743,746 $1,010,710
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 39.7% 35.6% 50.1%
Average sales price:
Per barrel of oil $20.12 $16.60 $15.31
Per Mcf of gas 1.98 1.39 1.52
Direct operating expenses
per equivalent Bbl of
oil $ 5.52 $ 3.56 $ 5.35
11
Net Production Data
III-E Partnership
-----------------
Year Ended December 31,
-----------------------------------
1996 1995 1994
---------- ---------- -----------
Production:
Oil (Bbls) 229,226 256,992 292,902
Gas (Mcf) 2,152,599 3,030,077 2,961,361
Oil and gas sales:
Oil $4,572,097 $4,235,397 $4,470,522
Gas 4,458,018 4,440,650 4,995,491
--------- --------- ---------
Total $9,030,115 $8,676,047 $9,466,013
========= ========= =========
Total direct operating
expenses $4,418,264 $4,755,568 $5,273,217
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 48.9% 54.8% 55.7%
Average sales price:
Per barrel of oil $19.95 $16.48 $15.26
Per Mcf of gas 2.07 1.47 1.69
Direct operating expenses
per equivalent Bbl of
oil $ 7.51 $ 6.24 $ 6.70
12
Net Production Data
III-F Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 74,064 78,456 88,759
Gas (Mcf) 924,827 1,107,951 1,331,546
Oil and gas sales:
Oil $1,494,695 $1,291,617 $1,306,354
Gas 1,600,043 1,406,199 2,211,523
--------- --------- ---------
Total $3,094,738 $2,697,816 $3,517,877
========= ========= =========
Total direct operating
expenses $1,237,607 $1,472,070 $1,814,607
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 40.0% 54.6% 51.6%
Average sales price:
Per barrel of oil $20.18 $16.46 $14.72
Per Mcf of gas 1.73 1.27 1.66
Direct operating expenses
per equivalent Bbl of
oil $ 5.42 $ 5.59 $ 5.84
13
Net Production Data
III-G Partnership
-----------------
Year Ended December 31,
----------------------------------
1996 1995 1994
---------- ---------- ----------
Production:
Oil (Bbls) 54,083 56,567 63,776
Gas (Mcf) 499,884 596,184 722,688
Oil and gas sales:
Oil $1,091,687 $ 932,457 $ 942,438
Gas 870,868 762,390 1,195,405
--------- --------- ---------
Total $1,962,555 $1,694,847 $2,137,843
========= ========= =========
Total direct operating
expenses $ 804,410 $ 937,989 $1,109,250
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 41.0% 55.3% 51.9%
Average sales price:
Per barrel of oil $20.19 $16.48 $14.78
Per Mcf of gas 1.74 1.28 1.65
Direct operating expenses
per equivalent Bbl of
oil $ 5.85 $ 6.02 $ 6.02
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated
proved oil and gas reserves and net present value therefrom as of
December 31, 1996. The schedule of quantities of proved oil and gas
reserves was prepared by the General Partner in accordance with the
rules prescribed by the Securities and Exchange Commission (the
"SEC"). Certain reserve information was reviewed by Ryder Scott
Company Petroleum Engineers ("Ryder Scott"), an independent petroleum
engineering firm. As used throughout this Annual Report, "proved
reserves" refers to those estimated quantities of crude oil, gas, and
gas liquids which geological and engineering data demonstrate with
reasonable certainty to be recoverable in future years from known oil
and gas reservoirs under existing economic and operating conditions.
14
Net present value represents estimated future gross cash flow
from the production and sale of proved reserves, net of estimated oil
and gas production costs (including production taxes, ad valorem
taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum. Net present value attributable to the
Partnerships' proved reserves was calculated on the basis of current
costs and prices at December 31, 1996. Such prices were not escalated
except in certain circumstances where escalations were fixed and
readily determinable in accordance with applicable contract
provisions. The prices used in calculating the net present value
attributable to the Partnerships' proved reserves do not necessarily
reflect market prices for oil and gas production subsequent to
December 31, 1996. Furthermore, gas prices at December 31, 1996 were
much higher than the price used for determining the Partnerships' net
present value of proved reserves for the year ended December 31, 1995
and substantially higher than the average prices received by the
Partnerships in each of the last several years. There can be no
assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 1996 will actually
be realized for such production.
The process of estimating oil and gas reserves is complex,
requiring significant subjective decisions in the evaluation of
available geological, engineering, and economic data for each
reservoir. The data for a given reservoir may change substantially
over time as a result of, among other things, additional development
activity, production history, and viability of production under
varying economic conditions; consequently, it is reasonably possible
that material revisions to existing reserve estimates may occur in the
near future. Although every reasonable effort has been made to ensure
that the reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures.
15
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 1996(1)
III-A Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 6,182,269
Oil and liquids (Bbls) 153,899
Net present value (discounted at
10% per annum) $14,018,669
III-B Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 2,967,902
Oil and liquids (Bbls) 120,963
Net present value (discounted at
10% per annum) $ 7,431,868
III-C Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 7,719,803
Oil and liquids (Bbls) 162,487
Net present value (discounted at
10% per annum) $15,109,085
III-D Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 3,769,546
Oil and liquids (Bbls) 430,630
Net present value (discounted at
10% per annum) $ 9,680,125
16
III-E Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 9,775,737
Oil and liquids (Bbls) 2,617,639
Net present value (discounted at
10% per annum) $36,520,619
III-F Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 5,666,732
Oil and liquids (Bbls) 491,313
Net present value (discounted at
10% per annum) $14,187,273
III-G Partnership:
- -----------------
Estimated proved reserves:
Gas (Mcf) 3,037,326
Oil and liquids (Bbls) 369,589
Net present value (discounted at
10% per annum) $ 8,365,081
- ----------
(1) Includes certain gas balancing adjustments which cause the gas
volumes and net present values to differ from the reserve reports
which were prepared by the General Partner and reviewed by Ryder
Scott.
No estimates of the proved reserves of the Partnerships
comparable to those included herein have been included in reports to
any federal agency other than the SEC. Additional information
relating to the Partnerships' proved reserves is contained in Note 4
to the Partnerships' financial statements, included in Item 8 of this
Annual Report.
17
Significant Properties
The following tables set forth certain well and reserves
information for the basins in which the Partnerships own a significant
amount of oil and gas properties. The tables contain the following
information for each significant basin: (i) the number of gross wells
and net wells, (ii) the number of wells in which only a non-working
interest is owned, (iii) the Partnership's total number of wells, (iv)
the number of wells operated by the Partnership's affiliates, (v)
estimated proved oil reserves, (vi) estimated proved gas reserves, and
(vii) the present value (discounted at 10% per annum) of estimated
future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas
panhandle, while the Arkla Basin is located in southern Arkansas and
northern Louisiana. The Gulf Coast Basin is located in southern
Louisiana and southeast Texas, while the San Juan Basin is located in
northwest New Mexico and southwest Colorado. The Permian Basin
straddles west Texas and southeast New Mexico. Southern Oklahoma
contains the Southern Oklahoma Folded Belt Basin. The Jay-Little
Escambia Creek Field Unit is located in Santa Rosa County, Florida,
while the Green River Basin is located in southern Wyoming and
Northwest Colorado and the Paradox Basin is located in southeast Utah
and southwest Colorado.
18
Significant Properties
----------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value
- ------------------ ------ ------- ------ ------ ------ ---- --------- ---------- ----------
III-A Partnership:
Anadarko 55 2.49 12 67 10 15% 15,628 1,597,636 3,342,882
Arkla 40 1.23 - 40 - - 7,789 538,749 1,544,506
Gulf Coast 64 5.03 15 79 25 32% 113,259 2,418,029 6,263,430
San Juan 118 9.64 7 125 - - 8,009 1,113,282 1,709,132
III-B Partnership:
Anadarko 40 3.71 5 45 5 11% 37,173 601,085 1,725,490
Arkla 40 .67 - 40 - - 4,040 282,945 805,813
Gulf Coast 59 2.81 15 74 20 27% 72,632 1,269,589 3,458,330
San Juan 118 4.06 7 125 - - 3,372 472,946 729,817
III-C Partnership:
Anadarko 61 7.65 123 184 37 20% 48,947 3,780,949 7,279,630
Permian 30 6.67 90 120 27 23% 21,885 943,618 1,523,877
Southern Okla.
Folded Belt 43 8.05 84 127 23 18% 79,066 2,306,842 4,788,912
III-D Partnership:
Anadarko 37 3.79 122 159 34 21% 7,430 2,732,765 4,915,867
Southern Okla.
Folded Belt 31 2.42 86 117 18 15% 49,943 164,007 820,931
Jay-LEC Field 85 .56 - 86 - - 319,395 35,388 2,092,004
- -----------------------
(1) Wells in which a non-working interest is owned.
19
Significant Properties
----------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number % (Bbl) (Mcf) Value
- ------------------ ------ ------- ------ ------ ------ ---- --------- ---------- ----------
III-E Partnership:
Green River 56 4.33 4 60 - - 30,419 3,997,298 7,430,938
Gulf Coast 127 77.63 7 134 94 70% 44,995 2,549,430 5,773,909
Jay-Lec Field 85 3.97 - 85 - - 2,279,448 219,028 15,513,734
III-F Partnership:
Anadarko 131 8.06 1 132 30 23% 49,536 992,376 2,145,377
Green River 67 7.53 4 71 11 15% 155,960 3,371,733 7,103,209
Paradox 11 3.27 - 11 10 91% 41,932 74,865 514,632
III-G Partnership:
Anadarko 166 4.87 14 180 52 29% 31,354 597,527 1,279,366
Green River 67 4.39 4 71 11 15% 98,948 1,678,310 3,700,457
Paradox 11 2.17 - 11 10 91% 27,729 49,592 341,114
Permian 1,346 1.60 4 1,350 12 1% 50,326 123,892 574,507
- --------------------
(1) Wells in which only a non-working interest is owned.
20
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title
to their oil and gas properties. Record title to all of the
Partnerships' properties is held by either the Partnerships or Geodyne
Nominee Corporation, an affiliate of the General Partner.
Title to the Partnerships' properties is subject to customary
royalty, overriding royalty, carried, working, and other similar
interests and contractual arrangements customary in the oil and gas
industry, to liens for current taxes not yet due, and to other
encumbrances. Management believes that such burdens do not materially
detract from the value of such properties or from the Partnerships'
interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
On October 26, 1994 Geodyne and the Partnerships, among other
parties, were named as defendants in a lawsuit alleging causes of
action based on fraud, negligent misrepresentation, breach of
fiduciary duty, breach of implied covenant, and breach of contract in
connection with the offer and sale of limited partnership interests
("Units") in the Partnerships (Sidney Neidick et al. v. Geodyne
Resources, Inc., et al., Case No. 94-052860, District Court of Harris
County, Texas). The plaintiffs' petition alleged that the lawsuit was
being brought as a class action on behalf of investors who purchased
Units in the Partnerships. On June 7, 1995, Geodyne and the
Partnerships were dismissed without prejudice as defendants in the
matter. In addition, on June 7, 1995, the matter was certified as a
class action. A class action notice was mailed on June 7, 1995 to all
Limited Partners who are members of the class.
21
On November 23 and 25, 1994, Geodyne, PaineWebber Incorporated
("PaineWebber"), and certain other parties were named as defendants in
two related lawsuits alleging misrepresentations made to induce
investments in the Partnerships and asserting causes of action for
common law fraud and deceit and unjust enrichment (Romine v.
PaineWebber, Inc., et al, Case No. 94-CIV-8558, U. S. District Court,
Southern District of New York and Romine v. PaineWebber, Inc., et al,
Case No. 94-132844, Supreme Court of the State of New York, County of
New York). The federal court case was later consolidated with other
similar actions (to which Geodyne is not a party) under the title In
Re: PaineWebber Limited Partnerships' Litigation and was certified as
a class action on May 30, 1995 (the "Federal Partnership Class
Action"). A class action notice was mailed on June 7, 1995 to all
members of the class. The Federal Partnership Class Action also
alleges violations of 18 U.S.C. Section 1962(c) and the Securities
Exchange Act of 1934. Compensatory and punitive damages, interest,
and costs have been requested in both matters. The amended complaint
in the Federal Partnership Class Action no longer asserts any claim
directly against Geodyne.
On January 18, 1996, PaineWebber issued a press release
indicating that it had reached an agreement to settle the pending
Federal Partnership Class Action along with the Neidick matter
referred to above (collectively, the "PaineWebber Partnership Class
Actions"), along with a settlement with the SEC and an agreement to
settle with various state securities regulators. On that date,
PaineWebber paid $125 million into an interest bearing account as part
of a memorandum of understanding in connection with the proposed
settlement (the "Settlement Fund"). The Settlement Fund applies to
claims related to both the Partnerships and certain other investment
programs sold by PaineWebber. In addition, PaineWebber agreed to a
SEC administrative order creating a capped $40 million fund (the "SEC
Claims Fund"), which is to be distributed to eligible Limited Partners
by an independent administrator (the "Claims Administrator"); a civil
penalty of $5 million leveled by the SEC; and payments aggregating $5
million to state securities administrators. Such settlement is not an
obligation of either the Partnerships or Geodyne and, accordingly,
would not affect the financial statements of the Partnerships.
In connection with the PaineWebber Partnership Class Actions, on
July 17, 1996 the federal court entered a preliminary order regarding
the settlement proceedings referred to above. Pursuant to that order,
plaintiffs' counsel mailed to class members the Class Settlement
Notice (the "Notice") and Proof of Claim. Eligible class members are
generally those who purchased their Units through PaineWebber on or
before December 31, 1992 and who have not (i) previously opted out of
the Class, (ii) previously released PaineWebber, or (iii) finally
adjudicated their claims against PaineWebber.
22
Plaintiffs' counsel will be responsible for allocating payments
from the $125 million Settlement Fund previously funded by PaineWebber
among eligible Limited Partners and investors in other unrelated
PaineWebber partnerships in accordance with the settlement. The
amount and date of any payment will vary depending upon many factors
set forth in the Notice. It is currently expected that payments from
the Settlement Fund will be made some time in 1997.
In addition, eligible Limited Partners in the Partnerships who
held their Units on June 3, 1996 may be entitled to certain additional
payments from an escrow fund to which PaineWebber will make payments
through May 30, 2001 if spot market oil and natural gas prices as
reported by the New York Mercantile Exchange fall below certain
thresholds set forth in the Notice (the "Pricing Guarantee"). The
threshold prices used in the Pricing Guarantee are $18.00 per barrel
of oil and $1.80 per Mcf of gas. Under the Notice, PaineWebber
payments, if any, made pursuant to the Pricing Guarantee will be paid
to Limited Partners of record on June 30, 1996 irrespective of whether
they subsequently sell/dispose of their Units to third parties. The
Pricing Guarantee does NOT attach to the Units as an attribute of
ownership in the Partnerships and is not an obligation of either
Geodyne or the Partnerships.
A look back provision is also included in the settlement which
may provide additional funds as of January 1, 2001 for eligible
Limited Partners. Class members who sold their Units prior to June
30, 1996 will not be eligible for payments, if any, under the Pricing
Guarantee or the look back provision.
Eligible Limited Partners were required to timely execute and
return a proof of claim by January 17, 1997 in order to participate in
the settlement.
23
In connection with the SEC Claims Fund, on April 17, 1996,
PaineWebber mailed a Notice and Claim Form to each Limited Partner who
purchased Units in the Partnerships through PaineWebber from January
1, 1986 to December 31, 1992. Limited Partners are not eligible to
participate in the claims process if they (i) previously reached a
settlement with PaineWebber or (ii) had their direct investment claim
resolved by a court or in arbitration. Participation in the claims
process is optional, and does not prevent a Limited Partner from
pursuing any other remedy against PaineWebber that may be available.
Limited Partners had until October 22, 1996 to complete the claim form
and return it to the Claims Administrator. The determination of
whether a Limited Partner is entitled to a recovery under the SEC
Claims Fund will be based on whether or not the Claims Administrator
determines that the Limited Partner's investment in the Partnerships
was suitable for him at the time of purchase. In addition, if the
Limited Partner has opted out of the PaineWebber Partnership Class
Action and has not already settled with PaineWebber or has had a claim
resolved by a court or in arbitration, the Claims Administrator will
also consider allegations that misrepresentations were made in
connection with the sale of the Units.
The General Partner has been advised that PaineWebber is awaiting
confirmation of the settlement described above by the federal court
judge. The deadline for such confirmation is currently scheduled for
March 28, 1997, subject to an additional thirty day extension.
To the knowledge of the General Partner, neither the General
Partner nor the Partnerships or their properties are subject to any
litigation, the results of which would have a material effect on the
Partnerships' or the General Partner's financial condition or
operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners
of any Partnership during 1996.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 28, 1997, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships
were as follows:
24
Number of Number of
Partnership Units Limited Partners
----------- --------- ----------------
III-A 263,976 1,468
III-B 138,336 822
III-C 244,536 1,377
III-D 131,008 737
III-E 418,266 2,394
III-F 221,484 1,231
III-G 121,925 640
Units were initially sold for a price of $100. Units are not
traded on any exchange and there is no public trading market for them.
The General Partner is aware of certain transfers of Units between
unrelated parties, some of which are facilitated by secondary trading
firms and matching services. However, the General Partner believes
that these transfers have been limited and sporadic in number and
volume. Other than trades facilitated by certain secondary trading
firms and matching services, no organized trading market for Units
exists and none is expected to develop. Due to the nature of these
transactions, the General Partner has no verifiable information
regarding prices at which Units have been transferred. Further, a
transferee may not become a substitute Limited Partner without the
consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General
Partner is obligated to annually issue a repurchase offer which is
based on the estimated future net revenues from the Partnerships'
reserves and is calculated pursuant to the terms of the Partnership
Agreements. Such repurchase offer is recalculated monthly in order to
reflect cash distributions to the Limited Partners and extraordinary
events. The following table sets forth the General Partner's repur-
chase offer per Unit as of the periods indicated. For purpose of this
Annual Report, a Unit represents an initial subscription of $100 to a
Partnership.
Repurchase Offer Prices
-----------------------
1995 1996 1997
---------------------- ---------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
III-A $18 $20 $19 $17 $15 $12 $18 $14 $12
III-B 19 21 19 17 15 12 18 15 12
III-C 27 20 19 17 16 14 19 16 14
III-D 23 27 25 23 22 20 28 25 23
III-E 24 37 35 34 32 30 36 34 31
III-F 27 26 25 25 24 23 23 21 20
III-G 29 28 27 26 25 24 25 23 22
25
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's
cash receipts from the sale of oil and gas production and cash
requirements of the Partnership. Distributable cash is determined by
the General Partner at the end of each calendar quarter and
distributed to the Limited Partners within 45 days after the end of
the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the
sole judgment of the General Partner to pay costs, expenses, or other
Partnership obligations whether accrued or anticipated to accrue. In
certain instances, the General Partner may not distribute the full
amount of cash receipts which might otherwise be available for
distribution in an effort to equalize or stabilize the amounts of
quarterly distributions. Any available amounts not distributed are
invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the
Limited Partners for the years ended December 31, 1995 and 1996 and
for the first quarter of 1997:
26
Cash Distributions
-----------------
1995
-------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ------- ------- ------- -------
III-A $2.22 $2.37 $1.52 $2.08
III-B 2.39 2.64 1.59 2.24
III-C 1.06 1.92 1.51 1.27
III-D 1.45 1.30 2.06 1.49
III-E 2.39 1.14 1.67 1.23
III-F 1.26 - 0.23 0.56
III-G 1.31 - 0.33 1.03
1996 1997
--------------------------------------- ---------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ------- ------- ------- --------- ---------
III-A $1.97 $2.33 $2.08 $3.09(1) $2.01
III-B 2.20 2.65 2.23 3.07(1) 2.49(1)
III-C 1.25 1.73 1.93 2.35(1) 2.05(1)
III-D 1.45 2.07 2.14 2.67(1) 2.31(1)
III-E 1.56 2.48 2.27 2.36(1) 2.55(1)
III-F 1.13 1.13 1.21 1.76(1) 1.55(1)
III-G 1.23 1.23 1.29 2.17(1) 1.55(1)
- -------------------
(1) Includes proceeds from the sale of oil and gas properties.
27
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements
of the Partnerships and the respective notes thereto, included elsewhere
in this Annual Report. See "Item 8. Financial Statements and Supplementary
Data."
Selected Financial Data
III-A Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $3,634,004 $3,647,607 $ 5,044,736 $ 5,158,061 $ 5,291,745
Net Income (Loss):
Limited Partners 1,109,284 ( 1,243,800) ( 86,676) 699,978 782,404
General Partner 104,949 76,804 145,059 160,370 150,141
Total 1,214,233 ( 1,166,996) 58,383 860,348 932,545
Limited Partners' Net
Income (Loss) per
Unit 4.20 ( 4.71) ( .33) 2.65 2.96
Limited Partners' Cash
Distributions per
Unit 9.47 8.19 15.01 11.75 11.00
Total Assets 6,895,159 8,353,918 11,769,144 16,199,765 18,427,171
Partners' Capital
(Deficit):
Limited Partners 6,886,151 8,275,867 11,679,667 15,726,343 18,128,884
General Partner ( 198,911) ( 143,923) ( 111,727) ( 38,786) ( 25,541)
Number of Units
Outstanding 263,976 263,976 263,976 263,976 263,976
28
Selected Financial Data
III-B Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $2,113,507 $2,063,107 $2,717,108 $3,211,371 $3,256,634
Net Income (Loss):
Limited Partners 712,800 ( 296,132) ( 47,216) 868,230 811,508
General Partner 63,531 48,956 78,538 104,801 102,042
Total 776,331 ( 247,176) 31,322 973,031 913,550
Limited Partners' Net
Income (Loss) per
Unit 5.15 ( 2.14) ( .34) 6.28 5.87
Limited Partners' Cash
Distributions per
Unit 10.15 8.86 15.72 15.84 13.00
Total Assets 3,772,912 4,502,744 6,023,688 8,489,410 9,724,468
Partners' Capital
(Deficit):
Limited Partners 3,776,596 4,466,796 5,987,928 8,210,144 9,533,594
General Partner ( 97,092) ( 66,996) ( 52,952) ( 16,490) ( 8,331)
Number of Units
Outstanding 138,336 138,336 138,336 138,336 138,336
29
Selected Financial Data
III-C Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $3,259,615 $2,760,488 $ 3,229,521 $ 4,116,983 $ 3,857,492
Net Income (Loss):
Limited Partners 1,247,672 ( 1,322,234) ( 2,120,737) ( 205,422) ( 484,963)
General Partner 103,933 53,608 59,036 115,681 79,009
Total 1,351,605 ( 1,268,626) ( 2,061,701) ( 89,741) ( 405,954)
Limited Partners' Net
Income (Loss) per
Unit 5.10 ( 5.41) ( 8.67) ( .84) ( 1.98)
Limited Partners' Cash
Distributions per
Unit 7.26 5.76 9.50 8.84 7.00
Total Assets 7,009,782 7,572,561 10,499,912 15,043,115 17,126,962
Partners' Capital
(Deficit):
Limited Partners 6,924,023 7,451,351 10,183,585 14,629,322 16,996,000
General Partner ( 143,741) ( 125,913) ( 107,521) ( 41,557) ( 49,738)
Number of Units
Outstanding 244,536 244,536 244,536 244,536 244,536
30
Selected Financial Data
III-D Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $2,336,708 $2,087,482 $2,017,361 $2,356,267 $ 2,608,285
Net Income (Loss):
Limited Partners 795,298 ( 234,478) ( 2,563,317) ( 236,144) 40,130
General Partner 59,929 45,966 8,876 54,117 50,618
Total 855,227 ( 188,512) ( 2,554,441) ( 182,027) 90,748
Limited Partners' Net
Income (Loss) per
Unit 6.07 ( 1.79) ( 19.57) ( 1.80) .31
Limited Partners' Cash
Distributions per
Unit 8.33 6.30 8.21 8.14 7.50
Total Assets 4,241,190 4,463,897 5,787,787 9,439,368 10,430,281
Partners' Capital
(Deficit):
Limited Partners 3,953,203 4,248,905 5,308,383 8,946,700 10,249,861
General Partner ( 50,214) ( 36,176) ( 39,142) 10,982 12,229
Number of Units
Outstanding 131,008 131,008 131,008 131,008 131,008
31
Selected Financial Data
III-E Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $ 9,030,115 $ 8,676,047 $ 9,466,013 $10,531,047 $12,336,137
Net Income (Loss):
Limited Partners 2,275,698 ( 338,913) ( 1,853,838) ( 540,695) 278,800
General Partner 191,012 136,202 124,584 221,441 288,702
Total 2,466,710 ( 202,711) ( 1,729,254) ( 319,254) 567,502
Limited Partners' Net
Income (Loss) per
Unit 5.44 ( .81) ( 4.43) ( 1.29) .67
Limited Partners' Cash
Distributions per
Unit 8.67 6.43 10.00 13.27 9.25
Total Assets 15,918,358 17,113,266 20,666,337 26,359,002 32,106,682
Partners' Capital
(Deficit):
Limited Partners 14,971,486 16,319,788 19,348,701 25,387,539 31,479,563
General Partner ( 187,947) ( 127,750) ( 124,952) ( 37,536) 19,028
Number of Units
Outstanding 418,266 418,266 418,266 418,266 418,266
32
Selected Financial Data
III-F Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $3,094,738 $2,697,816 $ 3,517,877 $ 4,434,480 $ 4,649,622
Net Income (Loss):
Limited Partners 483,478 ( 1,521,469) ( 1,120,925) ( 208,690) ( 505,868)
General Partner 72,299 25,536 41,351 104,438 103,153
Total 555,777 ( 1,495,933) ( 1,079,574) ( 104,252) ( 402,715)
Limited Partners' Net
Income (Loss)
per Unit 2.18 ( 6.87) ( 5.06) ( .94) ( 2.28)
Limited Partners' Cash
Distributions per
Unit 5.23 2.05 8.58 9.41 8.25
Total Assets 8,632,813 9,438,169 11,599,217 14,357,712 16,421,327
Partners' Capital
(Deficit):
Limited Partners 8,310,290 8,986,812 10,963,281 13,984,206 16,276,239
General Partner ( 97,523) ( 70,576) ( 72,812) ( 20,163) ( 18,306)
Number of Units
Outstanding 221,484 221,484 221,484 221,484 221,484
33
Selected Financial Data
III-G Partnership
-----------------
1996 1995 1994 1993 1992
------------- ------------- ------------- ------------- -------------
Oil and Gas Sales $1,962,555 $1,694,847 $2,137,843 $2,696,304 $3,225,911
Net Income (Loss):
Limited Partners 380,060 ( 1,024,258) ( 572,690) ( 121,349) ( 404,951)
General Partner 47,089 15,638 27,083 60,916 57,154
Total 427,149 ( 1,008,620) ( 545,607) ( 60,433) ( 347,797)
Limited Partners' Net
Income (Loss)
per Unit 3.12 ( 8.40) ( 4.70) ( 1.00) ( 3.32)
Limited Partners' Cash
Distributions per
Unit 5.92 2.67 8.37 10.00 7.25
Total Assets 4,977,730 5,415,275 6,857,551 8,305,963 9,525,911
Partners' Capital
(Deficit):
Limited Partners 4,795,787 5,136,727 6,485,985 8,078,675 9,419,355
General Partner ( 58,669) ( 26,964) ( 26,102) ( 5,685) 3,929
Number of Units
Outstanding 121,925 121,925 121,925 121,925 121,925
34
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements.
The words "anticipate," "believe," "expect," "plan," "intend,"
"estimate," "project," "could," "may," and similar expressions are
intended to identify forward-looking statements. Such statements
reflect management's current views with respect to future events and
financial performance. This Annual Report also includes certain
information which is, or is based upon, estimates and assumptions.
Such estimates and assumptions are management's efforts to accurately
reflect the condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions
involve risks and uncertainties which include, but are not limited to,
the volatility of oil and gas prices, the uncertainty of reserve
information, the operating risk associated with oil and gas properties
(including the risk of personal injury, death, property damage, damage
to the well or producing reservoir, environmental contamination, and
other operating risks), the prospect of changing tax and regulatory
laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of
foreign imports of oil and gas, the level of consumer product demand,
and the price and availability of alternative fuels. Should one or
more of these risks or uncertainties occur or should estimates or
underlying assumptions prove incorrect, actual conditions or results
may vary materially and adversely from those stated, anticipated,
believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction
with the analysis of results of operations provided below. The most
important variable affecting the Partnerships' revenues is the prices
received for the sale of oil and gas. Predicting future prices is
very difficult. Concerning past trends, average yearly wellhead gas
prices in the United States have been relatively volatile for a number
of years. For the past ten years, such prices have generally been in
the $1.40 to $2.00 per Mcf range, significantly below prices received
in the early 1980s. Average gas prices in the last several months
have, however, been somewhat higher than those yearly averages. It is
not known whether this is a short-term trend or will lead to higher
average gas prices on a longer-term basis.
35
Substantially all of the Partnerships' gas reserves are being
sold in the "spot market." Prices on the spot market are subject to
wide seasonal and regional pricing fluctuations due to the highly
competitive nature of the spot market. In addition, such spot market
sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot
prices for the Partnerships' gas increased from approximately $2.00
per Mcf at December 31, 1995 to approximately $3.57 per Mcf at
December 31, 1996. Such prices were on an MMBTU basis and differ from
the prices actually received by the Partnerships due to transportation
and marketing costs, BTU adjustments, and regional price and quality
differences.
Due to global consumption and supply trends over the last several
months, oil prices have recently been higher than the yearly average
prices of the late to mid-1980s and early 1990s. It is not known
whether this trend will continue. Prices for the Partnerships' oil
increased from approximately $18.50 per barrel at December 31, 1995 to
approximately $23.75 per barrel at December 31, 1996.
Future prices for both oil and gas will likely be different from
(and may be lower than) the prices in effect on December 31, 1996.
Primarily due to heating season demand, year-end prices in many past
years have tended to be higher, and in some cases significantly
higher, than the yearly average price actually received by the
Partnerships for at least the following year. In particular, it
should be noted that December 31, 1996 prices were much higher than
year-end prices for the last several years and substantially higher
than the average prices received in each of the last several years.
It is not possible to predict whether the December 1996 pricing level
is indicative of a new trend toward higher energy prices or a short-
term deviation from the recent history of low to moderate prices;
therefore, management is unable to predict whether future oil and gas
prices will (i) stabilize, (ii) increase, or (iii) decrease.
Results of Operations
An analysis of the change in net oil and gas operations (oil and
gas sales, less lease operating expenses and production taxes), is
presented in the tables following "Results of Operations" under the
heading "Average Sales Prices, Production Volumes, and Average
Production Costs."
36
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," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties for each
field, rather than for the Partnerships' properties as a whole as
previously allowed by the SEC. See Note 1 to the Partnerships'
financial statements, included in Item 8 of this Annual Report for a
further description of this impairment policy. The Partnerships
recorded non-cash charges against earnings (impairment provisions)
during the fourth quarter of 1995 pursuant to SFAS No. 121 and during
the year ended December 31, 1994 pursuant to the Partnerships' prior
impairment policy as follows:
Partnership 1995 1994
----------- ---------- ----------
III-A $1,267,185 $ -
III-B 480,618 -
III-C 1,338,693 1,232,000
III-D 495,810 1,986,000
III-E 210,152 1,573,000
III-F 998,811 -
III-G 677,010 -
No such charge was recorded for any Partnership during the year ended
December 31, 1996.
Subsequent to December 31, 1996, the oil and gas industry has
seen a drop in oil and gas prices. This drop is a function of the
cyclical nature of oil and gas prices as discussed under the heading
"Competition and Marketing" in Item 1 of this Annual Report. The
Partnerships' reserves were determined at December 31, 1996 using oil
and gas prices of $23.75 per barrel and $3.57 per Mcf, respectively.
As of the date of this Annual Report, oil and gas prices received by
the Partnerships have decreased to approximately $19.00 per barrel and
$1.60 per Mcf, respectively (the "Filing Date Prices"). If the Filing
Date Prices, as opposed to December 31, 1996 prices, were used in
calculating the standardized measure of discounted future net cash
flows of the Partnerships' proved oil and gas reserves as of December
31, 1996, as contained in Note 4 to the Partnerships' financial
statements included in Item 8 of this Annual Report, the value
assigned to the Partnerships' oil and gas reserves would have been
significantly lower. In addition, using the Filing Date Prices to
determine the recoverability of the of oil and gas reserves would have
required impairment provisions of the following approximate amounts at
December 31, 1996:
37
Partnership Amount
----------- ----------
III-A $ 185,000
III-B 78,000
III-C 235,000
III-D 486,000
III-E 2,043,000
III-F 2,079,000
III-G 1,011,000
If the Filing Date Prices are in effect on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997. Impairment provisions do not impact
the Partnerships' cash flows from operating activities; however, they
do impact the amount of General Partner and Limited Partner capital.
The risk that the Partnerships will be required to record further
impairment provisions in the future, beyond those noted above,
increases when oil and gas prices are depressed. Accordingly, the
III-A Partnership has three fields, the III-B Partnership has two
fields, the III-C and III-F Partnerships have six fields, the III-D
Partnership has four fields, the III-E Partnership has five fields,
and the III-G Partnership has eight fields in which it is reasonably
possible that impairment provisions will be recorded in the near term
if gas prices decrease below the Filing Date Prices.
38
III-A Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales remained relatively constant for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Any decrease related to the decreases in volumes of oil and gas
sold were offset by increases related to increases in the average
prices of oil and gas sold. Volumes of oil and gas sold decreased
11,667 barrels and 529,749 Mcf, respectively, for the year ended
December 31, 1996 as compared to the year ended December 31, 1995.
The decrease in volumes of oil sold resulted primarily from (i) the
shutting-in of one well during the year ended December 31, 1996 in
order to perform a workover to improve the recovery of reserves and
(ii) normal declines in production due to diminished oil reserves on
several wells. The decrease in volumes of gas sold resulted primarily
from (i) normal declines in production due to diminished gas reserves
on several wells during the year ended December 31, 1996 as compared
to the year ended December 31, 1995, (ii) a positive prior period
volume adjustment made by the purchaser on one well during the year
ended December 31, 1995, and (iii) the sale of several gas producing
wells during the year ended December 31, 1996. Average oil and gas
prices increased to $20.79 per barrel and $2.09 per Mcf, respectively,
for the year ended December 31, 1996 from $17.52 per barrel and $1.46
per Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $230,023 (20.4%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. As a percentage of oil
and gas sales, these expenses decreased to 24.7% for the year ended
December 31, 1996 from 31.0% for the year ended December 31, 1995.
This percentage decrease was primarily due to the increases in the
average prices of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.
39
Depreciation, depletion, and amortization of oil and gas
properties decreased $975,909 (46.2%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 1996, (ii) the
decreases in volumes of oil and gas sold during the year ended
December 31, 1996 as compared to the year ended December 31, 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 31.3% for the year ended December
31, 1996 from 57.9% for the year ended December 31, 1995. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the III-A
Partnership recognized a non-cash charge against earnings of
$1,267,185 for the year ended December 31, 1995. This impairment
provision was necessary due to the unamortized costs of oil and gas
properties exceeding the expected undiscounted future net revenues
from such oil and gas properties, in accordance with the III-A
Partnership's adoption of SFAS No. 121. No similar charge was
necessary during the year ended December 31, 1996.
General and administrative expenses increased $15,705 (5.1%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This increase was primarily due to an increase in
professional fees and printing and postage expenses during the year
ended December 31, 1996 as compared to the year ended December 31,
1995. As a percentage of oil and gas sales, these expenses remained
relatively constant at 8.9% for the year ended December 31, 1996 as
compared to 8.5% for the year ended December 31, 1995.
The Limited Partners in the III-A Partnership have received cash
distributions through December 31, 1996 of $20,630,701 or 78.2% of
Limited Partner capital contributions.
40
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $1,397,129 (27.7%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $188,000 and $726,000,
respectively, were related to decreases in volumes of oil and gas sold
and a decrease of approximately $558,000 was related to a decrease in
the average price of gas sold. Volumes of oil sold decreased 11,688
barrels for the year ended December 31, 1995 as compared to the year
ended December 31, 1994 primarily due to (i) normal declines in
production on certain properties, (ii) adjustments made by a purchaser
in 1994 on certain significant properties relating to gas sold in
prior periods, and (iii) decreased production during the year ended
December 31, 1995 on certain properties due to mechanical difficul-
ties. Volumes of gas sold decreased 409,965 Mcf for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
This decrease was primarily due to normal declines in production on
several existing properties coupled with positive prior period volume
adjustments made by a purchaser during the year ended December 31,
1994 on certain significant properties. Oil prices increased to an
average of $17.52 per barrel for the year ended December 31, 1995 from
an average of $16.11 per barrel for the year ended December 31, 1994.
Gas prices decreased to an average of $1.46 per Mcf for the year ended
December 31, 1995 from an average of $1.77 per Mcf for the year ended
December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $28,784 (2.3%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 primarily due to the decrease in volumes of oil and gas sold for
the year ended December 31, 1995, partially offset by an adjustment to
lease operating expenses recognized during 1994 associated with
changes in estimates by the third party operator of gas balancing
positions on certain wells. As a percentage of oil and gas sales,
these expenses increased to 31.0% for the year ended December 31, 1995
from 22.9% for the year ended December 31, 1994. This percentage
increase was primarily due to the decrease in the average price of gas
sold during the year ended December 31, 1995 as compared to the year
ended December 31, 1994.
41
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,441,837 (49.1%) for the year ended December
31, 1995 as compared to the year ended December 31, 1994 primarily due
to (i) significant upward revisions in the estimate of remaining oil
and gas reserves at December 31, 1995 and (ii) the decrease in volumes
of oil and gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994. As a percentage of oil
and gas sales, this expense decreased to 57.9% for the year ended
December 31, 1995 from 70.4% for the year ended December 31, 1994.
This percentage decrease was primarily due to the upward reserve
revisions discussed above, partially offset by the decrease in the
average price of gas sold.
As set forth under "Results of Operations" above, the III-A
Partnership recognized a non-cash charge against earnings of
$1,267,185 for the year ended December 31, 1995. This impairment
provision was necessary due to the unamortized costs of oil and gas
properties exceeding the expected undiscounted future net revenues
from such oil and gas properties, in accordance with the III-A
Partnership's adoption of SFAS No. 121 on October 1, 1995. No similar
charge was necessary during the year ended December 31, 1994 under the
III-A Partnership's prior impairment policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 8.5% for the year ended December 31, 1995 from
6.2% for the year ended December 31, 1994 primarily due to the
decrease in oil and gas sales discussed above.
III-B Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
42
Total oil and gas sales increased $50,400 (2.4%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $129,000 and $385,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $87,000
and $375,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 4,969 barrels and
258,730 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production
due to diminished gas reserves on several wells and (ii) the sale of a
significant gas producing unitized property during the year ended
December 31, 1996. Average oil and gas prices increased to $20.98 per
barrel and $2.05 per Mcf, respectively, for the year ended December
31, 1996 from $17.58 per barrel and $1.45 per Mcf, respectively, for
the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $119,983 (19.4%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. As a percentage of oil
and gas sales, these expenses decreased to 23.5% for the year ended
December 31, 1996 from 29.9% for the year ended December 31, 1995.
This percentage decrease was primarily due to the increases in the
average prices of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.
Depreciation, depletion, and amortization of oil and gas
properties decreased $418,614 (39.8%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 1996, (ii) the
decreases in volumes of oil and gas sold during the year ended
December 31, 1996 as compared to the year ended December 31, 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 30.0% for the year ended December
31, 1996 from 51.0% for the year ended December 31, 1995. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
43
As set forth under "Results of Operations" above, the III-B
Partnership recognized a non-cash charge against earnings of $480,618
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-B Partnership's
adoption of SFAS No. 121. No similar charge was necessary during the
year ended December 31, 1996.
General and administrative expenses increased $10,035 (6.2%) for
the year ended December 31, 1996 as compared to the year ended
December 31, 1995. This increase was primarily due to an increase in
professional fees and printing and postage expenses during the year
ended December 31, 1996 as compared to the year ended December 31,
1995. As a percentage of oil and gas sales, these expenses remained
relatively constant at 8.1% for the year ended December 31, 1996 as
compared to 7.8% for the year ended December 31, 1995.
The Limited Partners in the III-B Partnership have received cash
distributions through December 31, 1996 of $12,009,353 or 86.8% of
Limited Partner capital contributions.
44
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $654,001 (24.1%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $149,000 and $306,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $261,000 was related to a decrease in the average
price of gas sold, partially offset by an increase of approximately
$63,000 related to an increase in the average price of oil sold.
Volumes of oil sold decreased 9,265 barrels for the year ended
December 31, 1995 as compared to the year ended December 31, 1994
primarily due to (i) normal declines in production on certain
properties and (ii) decreased production on certain properties due to
mechanical difficulties during the year ended December 31, 1995.
Volumes of gas sold decreased 176,127 Mcf for the year ended December
31, 1995 as compared to the year ended December 31, 1994. This
decrease was primarily due to normal declines in production on several
properties coupled with positive prior period volume adjustments made
by a purchaser during the year ended December 31, 1994 on certain
significant wells. Oil prices increased to an average of $17.58 per
barrel for the year ended December 31, 1995 from an average of $16.10
per barrel for the year ended December 31, 1994. Gas prices decreased
to an average of $1.45 per Mcf for the year ended December 31, 1995
from an average of $1.74 per Mcf for the year ended December 31,
1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) remained relatively constant for the
year ended December 31, 1995 as compared to the year ended December
31, 1994. The decrease in operating expenses which normally would have
resulted from the decrease in volumes of oil and gas sold was offset
by an adjustment to lease operating expenses recognized during 1994
associated with changes in estimates by the third party operator of
gas balancing positions on certain wells. As a percentage of oil and
gas sales, these expenses increased to 29.9% for the year ended
December 31, 1995 from 22.7% for the year ended December 31, 1994.
This percentage increase was primarily due to the decrease in the
average price of gas sold during the year ended December 31, 1995 as
compared to the year ended December 31, 1994.
45
Depreciation, depletion, and amortization of oil and gas
properties decreased $872,045 (62.1%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994 primarily due to
(i) significant upward revisions in the estimates of remaining oil and
gas reserves at December 31, 1995 and (ii) the decreases in volumes of
oil and gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994. As a percentage of oil and gas
sales, this expense decreased to 51.0% for the year ended December 31,
1995 from 70.8% for the year ended December 31, 1994. This percentage
decrease was primarily due to the upward reserve revisions discussed
above.
As set forth under "Results of Operations" above, the III-B
Partnership recognized a non-cash charge against earnings of $480,618
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-B Partnership's
adoption of SFAS No. 121 on October 1, 1995. No similar charge was
necessary during the year ended December 31, 1994 under the III-B
Partnership's prior impairment policy.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 7.8% for the year ended December 31, 1995 from
6.0% for the year ended December 31, 1994 primarily due to the
decrease in oil and gas sales discussed above.
46
III-C Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $499,127 (18.1%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $92,000 and $824,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by a decrease of approximately $429,000
related to a decrease in volumes of gas sold. Volumes of oil sold
increased 503 barrels, while volumes of gas sold decreased 310,886 Mcf
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. The decrease in volumes of gas sold resulted
primarily from (i) normal declines in production due to diminished gas
reserves on several wells and (ii) positive prior period volume
adjustments made by the purchaser on two wells during the year ended
December 31, 1995. Average oil and gas prices increased to $20.68 per
barrel and $1.99 per Mcf, respectively, for the year ended December
31, 1996 from $17.34 per barrel and $1.38 per Mcf, respectively, for
the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $38,468 (4.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of gas sold during the year ended December 31, 1996 as compared to the
year ended December 31, 1995, partially offset by an increase in
production taxes associated with the increase in oil and gas sales
discussed above. As a percentage of oil and gas sales, these expenses
decreased to 24.0% for the year ended December 31, 1996 from 29.7% for
the year ended December 31, 1995. This percentage decrease was
primarily due to the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.
47
Depreciation, depletion, and amortization of oil and gas
properties decreased $657,266 (41.4%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 1996, (ii) the decrease
in volumes of gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 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 28.5% for the year ended December 31, 1996 from
57.5% for the year ended December 31, 1995. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion,
and amortization discussed above and the increases in the average
prices of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.
As set forth under "Results of Operations" above, the III-C
Partnership recognized a non-cash charge against earnings of
$1,338,693 for the year ended December 31, 1995. This impairment
provision was necessary due to the unamortized costs of oil and gas
properties exceeding the expected undiscounted future net revenues
from such oil and gas properties, in accordance with the III-C
Partnership's adoption of SFAS No. 121. No similar charge was
necessary during the year ended December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 9.0% for the year ended December 31, 1996 from
10.4% for the year ended December 31, 1995. This percentage decrease
resulted primarily from the increase in oil and gas sales discussed
above.
The Limited Partners in the III-C Partnership have received cash
distributions through December 31, 1996 of $12,928,795 or 52.9% of
Limited Partner capital contributions.
48
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $469,033 (14.5%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $47,000 and $115,000,
respectively, were related to decreases in volumes of oil and gas sold
and a decrease of approximately $349,000 was related to a decrease in
the average price of gas sold. Volumes of oil and gas sold decreased
2,965 barrels and 72,370 Mcf, respectively, for the year ended
December 31, 1995 as compared to the year ended December 31, 1994
primarily due to normal declines in production on certain properties
and adjustments made by a purchaser in 1994 on a property relating to
gas sold in prior periods, partially offset by a gas balancing
adjustment made by a purchaser on another property during 1994. Oil
prices increased to an average of $17.34 per barrel for the year
ended December 31, 1995 from an average of $15.82 per barrel for the
year ended December 31, 1994. Gas prices decreased to an average of
$1.38 per Mcf for the year ended December 31, 1995 from an average of
$1.59 per Mcf for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $149,020 (15.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to decreases in volumes of oil
and gas sold coupled with workover expenses and repair costs during
the year ended December 31, 1994 with no similar expenses in the 1995
period. As a percentage of oil and gas sales, these expenses remained
relatively constant at 29.7% for the year ended December 31, 1995 as
compared to 30.0% for the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,233,747 (43.7%) for the year ended December
31, 1995 as compared to the year ended December 31, 1994 primarily due
to (i) a significant decrease in capitalized costs due to an
impairment provision recognized during 1994, (ii) a significant upward
revision in the estimate of remaining oil and gas reserves at December
31, 1995, (iii) extensions and discoveries of reserves found in 1995
from developmental drilling, and (iv) the decreases in volumes of oil
and gas sold during the year ended December 31, 1995 as compared to
the year ended December 31, 1994. As a percentage of oil and gas
sales, this expense decreased to 57.5% for the year ended December 31,
1995 from 87.4% for the year ended December 31, 1994 due to the
decrease in capitalized costs and the upward reserve revisions
discussed above, partially offset by the decrease in the average price
of gas sold.
49
As set forth under "Results of Operations" above, the III-C
Partnership recognized a non-cash charge against earnings of
$1,338,693 for the year ended December 31, 1995. This impairment
provision was necessary due to the unamortized costs of oil and gas
properties exceeding the expected undiscounted future net revenues
from such oil and gas properties, in accordance with the III-C
Partnership's adoption of SFAS No. 121 on October 1, 1995. A similar
charge of $1,232,000 was necessary during the year ended December 31,
1994 under the III-C Partnership's prior impairment policy due to a
decline in gas prices during 1994.
General and administrative expenses remained relatively constant
for the year ended December 31, 1995 as compared to the year ended
December 31, 1994. As a percentage of oil and gas sales, these
expenses increased to 10.4% for the year ended December 31, 1995 from
9.0% for the year ended December 31, 1994 primarily due to the
decrease in oil and gas sales discussed above.
III-D Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $249,226 (11.9%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $146,000 and $449,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by a decrease of approximately $334,000
related to a decrease in volumes of gas sold. Volumes of oil and gas
sold decreased 815 barrels and 239,968 Mcf for the year ended December
31, 1996 as compared to the year ended December 31, 1995. The
decrease in volumes of gas sold resulted primarily from (i) normal
declines in production due to diminished gas reserves on several wells
and (ii) positive prior period volume adjustments made by the
purchaser on four wells during the year ended December 31, 1995.
Average oil and gas prices increased to $20.12 per barrel and $1.98
per Mcf, respectively, for the year ended December 31, 1996 from
$16.60 per barrel and $1.39 per Mcf, respectively, for the year ended
December 31, 1995.
50
Oil and gas production expenses (including lease operating
expenses and production taxes) increased $184,924 (24.9%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This increase resulted primarily from (i) lease operating
expense adjustments during the year ended December 31, 1996 associated
with changes in estimates by the third party operator of gas balancing
positions on certain wells being greater than similar adjustments
during the year ended December 31, 1995, (ii) an increase in
production taxes associated with the increase in oil and gas sales
discussed above, and (iii) an increase in general repair and
maintenance expenses incurred on several wells during the year ended
December 31, 1996 as compared to the year ended December 31, 1995.
These increases were partially offset by the decrease in volumes of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995. As a percentage of oil and gas
sales, these expenses increased to 39.7% for the year ended December
31, 1996 from 35.6% for the year ended December 31, 1995. This
percentage increase was primarily due to the dollar increase in
production expenses discussed above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $447,461 (50.3%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 1996, (ii) the
decreases in volumes of oil and gas sold during the year ended
December 31, 1996 as compared to the year ended December 31, 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 18.9% for the year ended December
31, 1996 from 42.6% for the year ended December 31, 1995. This
percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above and the
increases in the average prices of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995.
As set forth under "Results of Operations" above, the III-D
Partnership recognized a non-cash charge against earnings of $495,810
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-D Partnership's
adoption of SFAS No. 121. No similar charge was necessary during the
year ended December 31, 1996.
51
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 6.8% for the year ended December 31, 1996 from
7.6% for the year ended December 31, 1995. This percentage decrease
resulted primarily from the increase in oil and gas sales discussed
above.
The Limited Partners in the III-D Partnership have received cash
distributions through December 31, 1996 of $6,143,669 or 46.9% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales increased $70,121 (3.5%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this increase, approximately $54,000 was related to an
increase in the average price of oil sold and approximately $226,000
was related to an increase in volumes of gas sold, partially offset by
decreases of approximately $74,000 and $130,000, respectively, related
to decreases in volumes of oil sold and the average price of gas sold.
Volumes of oil sold decreased 4,829 barrels and volumes of gas sold
increased 148,493 Mcf for the year ended December 31, 1995 as compared
to the year ended December 31, 1994. Oil prices increased to an
average of $16.60 per barrel for the year ended December 31, 1995 from
an average of $15.31 per barrel for the year ended December 31, 1994.
Gas prices decreased to an average of $1.39 per Mcf for the year
ended December 31, 1995 from an average of $1.52 per Mcf for the year
ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $266,964 (26.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. This decrease was primarily due to (i) an adjustment to lease
operating expenses recognized during 1995 associated with changes in
estimates by the third party operator of gas balancing positions on
certain wells and (ii) workover expenses and repair costs during the
year ended December 31, 1994 with no similar expenses during the year
ended December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 35.6% for the year ended December 31, 1995 from
50.1% for the year ended December 31, 1994. This percentage decrease
was primarily due to the decrease in operating expenses discussed
above.
52
Depreciation, depletion, and amortization of oil and gas
properties decreased $539,980 (37.8%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994 primarily due to
(i) a significant decrease in capitalized costs due to an impairment
provision recognized during 1994 and (ii) upward revisions in the
estimate of remaining gas reserves at December 31, 1995, partially
offset by the increase in volumes of gas sold for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
As a percentage of oil and gas sales, this expense decreased to 42.6%
for the year ended December 31, 1995 as compared to 70.8% for the year
ended December 31, 1994 primarily due to the dollar decrease in
depreciation, depletion, and amortization discussed above.
As set forth under "Results of Operations" above, the III-D
Partnership recognized a non-cash charge against earnings of $495,810
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-D Partnership's
adoption of SFAS No. 121 on October 1, 1995. A similar charge of
$1,986,000 was necessary during the year ended December 31, 1994 under
the III-D Partnership's prior impairment policy due to a decline in
gas prices.
General and administrative expenses expressed in dollars and as a
percentage of oil and gas sales remained relatively constant for the
year ended December 31, 1995 as compared to the year ended December
31, 1994.
53
III-E Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $354,068 (4.1%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $795,000 and $1,292,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $458,000
and $1,290,000, respectively, related to decreases in volumes of oil
and gas sold. Volumes of oil and gas sold decreased 27,766 barrels
and 877,478 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production
due to diminished gas reserves on several wells, (ii) positive prior
period volume adjustments made by the purchaser on three wells during
the year ended December 31, 1995, and (iii) the curtailment of gas
sales from one well during the year ended December 31, 1996 due to the
III-E Partnership's overproduced position in the well. Average oil
and gas prices increased to $19.95 per barrel and $2.07 per Mcf,
respectively, for the year ended December 31, 1996 from $16.48 per
barrel and $1.47 per Mcf, respectively, for the year ended December
31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $337,304 (7.1%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, partially offset by an
increase in production facility and zone treatment expenses related to
one well during the year ended December 31, 1996 as compared to the
year ended December 31, 1995. As a percentage of oil and gas sales,
these expenses decreased to 48.9% for the year ended December 31, 1996
from 54.8% for the year ended December 31, 1995. This percentage
decrease was primarily due to the increases in the average prices of
oil and gas sold during the year ended December 31, 1996 as compared
to the year ended December 31, 1995, partially offset by the increase
in production facility and zone treatment expenses discussed above.
54
Depreciation, depletion, and amortization of oil and gas
properties decreased $1,710,452 (49.6%) for the year ended December
31, 1996 as compared to the year ended December 31, 1995.
Approximately half of this decrease was related to four significant
wells which were fully depleted in 1995 due to a lack of remaining
reserves and the other half of this decrease resulted from upward
revisions in the estimates of remaining oil reserves at December 31,
1996 and the decreases in volumes of oil and gas sold during the year
ended December 31, 1996 as compared to the year ended December 31,
1995. As a percentage of oil and gas sales, this expense decreased to
19.2% for the year ended December 31, 1996 from 39.7% for the year
ended December 31, 1995. This percentage decrease was primarily due
to the dollar decrease in depreciation, depletion, and amortization
discussed above and the increases in the average prices of oil and gas
sold during the year ended December 31, 1996 as compared to the year
ended December 31, 1995.
As set forth under "Results of Operations" above, the III-E
Partnership recognized a non-cash charge against earnings of $210,152
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-E Partnership's
adoption of SFAS No. 121. No similar charge was necessary during the
year ended December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses remained relatively constant at 5.6% for the year ended
December 31, 1996 and 5.9% for the year ended December 31, 1995.
The Limited Partners in the III-E Partnership have received cash
distributions through December 31, 1996 of $22,847,016 or 54.6% of
Limited Partner capital contributions.
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
55
Total oil and gas sales decreased $789,966 (8.3%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $548,000 was related to a
decrease in volumes of oil sold and approximately $667,000 was related
to a decrease in the average price of gas sold, partially offset by
increases of approximately $116,000 and $314,000, respectively,
related to increases in volumes of gas sold and the average price of
oil sold. Volumes of oil sold decreased 35,910 barrels for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 while volumes of gas sold increased 68,716 Mcf for the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
Oil prices increased to an average of $16.48 per barrel for the year
ended December 31, 1995 from an average of $15.26 per barrel for the
year ended December 31, 1994. Gas prices decreased to an average of
$1.47 per Mcf for the year ended December 31, 1995 from an average of
$1.69 per Mcf for the year ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $517,649 (9.8%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 primarily due to the decrease in volumes of oil sold and a
decrease in workover expenses and repair costs during the year ended
December 31, 1995 as compared to the year ended December 31, 1994. As
a percentage of oil and gas sales, these expenses remained relatively
constant at 54.8% for the year ended December 31, 1995 and 55.7% for
the year ended December 31, 1994.
Depreciation, depletion, and amortization of oil and gas
properties decreased $254,874 (6.9%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994 primarily due to
a significant decrease in capitalized costs due to an impairment
provision recognized during 1994. As a percentage of oil and gas
sales, this expense remained relatively constant at 39.7% for the year
ended December 31, 1995 and 39.1% for the year ended December 31, 1994
due to the offsetting effects of the decrease in the average price of
gas sold and the decrease in capitalized costs discussed above.
As set forth under "Results of Operations" above, the III-E
Partnership recognized a non-cash charge against earnings of $210,152
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-E Partnership's
adoption of SFAS No. 121 on October 1, 1995. A similar charge of
$1,573,000 was necessary during the year ended December 31, 1994 under
the III-E Partnership's prior impairment policy due to a decline in
gas prices.
56
General and administrative expenses decreased $44,156 (7.9%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994 primarily due to a decrease in professional fees.
As a percentage of oil and gas sales, these expenses remained
relatively constant at 5.9% for the years ended December 31, 1995 and
1994.
III-F Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $396,922 (14.7%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $276,000 and $425,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $72,000
and $233,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 4,392 barrels and
183,124 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production
due to diminished gas reserves on several wells, (ii) the shutting-in
of one well during the year ended December 31, 1996 due to mechanical
difficulties, and (iii) the curtailment of gas sales from one well
during the year ended December 31, 1996 due to the III-F Partnership's
overproduced position in the well. Average oil and gas prices
increased to $20.18 per barrel and $1.73 per Mcf, respectively, for
the year ended December 31, 1996 from $16.46 per barrel and $1.27 per
Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $234,463 (15.9%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. As a percentage of oil
and gas sales, these expenses decreased to 40.0% for the year ended
December 31, 1996 from 54.6% for the year ended December 31, 1995.
This percentage decrease was primarily due to the increases in the
average prices of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.
57
Depreciation, depletion, and amortization of oil and gas
properties decreased $379,063 (25.1%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining oil reserves at December 31, 1996, (ii) the decreases in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 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 36.5% for the year ended December 31, 1996 from
56.0% for the year ended December 31, 1995. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion,
and amortization discussed above and the increases in the average
prices of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995.
As set forth under "Results of Operations" above, the III-F
Partnership recognized a non-cash charge against earnings of $998,811
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-F Partnership's
adoption of SFAS No. 121. No similar charge was necessary during the
year ended December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 8.6% for the year ended December 31, 1996 from
9.8% for the year ended December 31, 1995. This decrease resulted
primarily from the increase in oil and gas sales discussed above.
The Limited Partners in the III-F Partnership have received cash
distributions through December 31, 1996 of $8,366,904 or 37.8% of
Limited Partner capital contributions.
58
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $820,061 (23.3%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $152,000 and $371,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $432,000 was related to a decrease in the average
price of gas sold, partially offset by an increase of approximately
$137,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 10,303 barrels and 223,595 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. The decrease in volumes of gas sold
was primarily due to (i) positive adjustments made by purchasers on
several wells during 1994, (ii) normal declines in production on
certain properties, and (iii) a positive gas balancing adjustment by a
purchaser on one well during 1994. Oil prices increased to an average
of $16.46 per barrel for the year ended December 31, 1995 from an
average of $14.72 per barrel for the year ended December 31, 1994.
Gas prices decreased to an average of $1.27 per Mcf for the year ended
December 31, 1995 from an average of $1.66 per Mcf for the year
ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $342,537 (18.9%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 primarily due to the decreases in volumes of oil and gas sold
during the year ended December 31, 1995 as compared to the year ended
December 31, 1994. This decrease was partially offset by increases in
workover expenses and repair costs, increased salt water disposal
costs, and adjustments made by an operator in 1995 for ad valorem
taxes incurred in prior periods. As a percentage of oil and gas
sales, these expenses increased to 54.6% for the year ended December
31, 1995 from 51.6% for the year ended December 31, 1994. This
percentage increase was primarily due to the decrease in the average
price of gas sold during the year ended December 31, 1995 as compared
to the year ended December 31, 1994.
59
Depreciation, depletion, and amortization of oil and gas
properties decreased $873,719 (36.7%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994 primarily due to
decreases in volumes of oil and gas sold during the year ended
December 31, 1995 as compared to the year ended December 31, 1994
coupled with upward revisions of reserve estimates at December 31,
1995. As a percentage of oil and gas sales, this expense decreased to
56.0% for the year ended December 31, 1995 from 67.7% for the year
ended December 31, 1994. This percentage decrease was primarily due
to the upward reserve revisions discussed above and the increase in
the average price of oil sold during the year ended December 31, 1995
as compared to the year ended December 31, 1994, partially offset by
the decrease in the average price of gas sold during the year ended
December 31, 1995 as compared to the year ended December 31, 1994.
As set forth under "Results of Operations" above, the III-F
Partnership recognized a non-cash charge against earnings of $998,811
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-F Partnership's
adoption of SFAS No. 121 on October 1, 1995. No similar charge was
necessary during the year ended December 31, 1994 under the III-F
Partnership's prior impairment policy.
General and administrative expenses decreased $40,949 (13.4%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994 primarily due to a decrease in professional fees.
As a percentage of oil and gas sales, these expenses increased
slightly to 9.8% for the year ended December 31, 1995 from 8.7% for
the year ended December 31, 1994 primarily due to the decrease in oil
and gas sales discussed above.
60
III-G Partnership
-----------------
Year Ended December 31, 1996 Compared
to Year Ended December 31, 1995
-------------------------------------
Total oil and gas sales increased $267,708 (15.8%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. Of this increase, approximately $201,000 and $230,000,
respectively, were related to increases in the average prices of oil
and gas sold, partially offset by decreases of approximately $41,000
and $123,000, respectively, related to decreases in volumes of oil and
gas sold. Volumes of oil and gas sold decreased 2,484 barrels and
96,300 Mcf, respectively, for the year ended December 31, 1996 as
compared to the year ended December 31, 1995. The decrease in volumes
of gas sold resulted primarily from (i) normal declines in production
due to diminished gas reserves on several wells, (ii) the shutting-in
of one well during the year ended December 31, 1996 due to mechanical
difficulties, and (iii) the curtailment of gas sales from one well
during the year ended December 31, 1996 due to the III-G Partnership's
overproduced position in the well. Average oil and gas prices
increased to $20.19 per barrel and $1.74 per Mcf, respectively, for
the year ended December 31, 1996 from $16.48 per barrel and $1.28 per
Mcf, respectively, for the year ended December 31, 1995.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $133,579 (14.2%) for the year
ended December 31, 1996 as compared to the year ended December 31,
1995. This decrease resulted primarily from the decrease in volumes
of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995. As a percentage of oil
and gas sales, these expenses decreased to 41.0% for the year ended
December 31, 1996 from 55.3% for the year ended December 31, 1995.
This percentage decrease was primarily due to the increases in the
average prices of oil and gas sold during the year ended December 31,
1996 as compared to the year ended December 31, 1995.
61
Depreciation, depletion, and amortization of oil and gas
properties decreased $321,266 (33.0%) for the year ended December 31,
1996 as compared to the year ended December 31, 1995. This decrease
resulted primarily from (i) an upward revision in the estimate of
remaining oil reserves at December 31, 1996, (ii) the decreases in
volumes of oil and gas sold during the year ended December 31, 1996 as
compared to the year ended December 31, 1995, and (iii) a decrease in
capitalized costs due to an impairment provision recognized during the
fourth quarter of 1995, partially offset by a downward revision in the
estimate of remaining gas reserves at December 31, 1996. As a
percentage of oil and gas sales, this expense decreased to 33.3% for
the year ended December 31, 1996 from 57.5% for the year ended
December 31, 1995. This percentage decrease was primarily due to the
dollar decrease in depreciation, depletion, and amortization discussed
above and the increases in the average prices of oil and gas sold
during the year ended December 31, 1996 as compared to the year ended
December 31, 1995.
As set forth under "Results of Operations" above, the III-G
Partnership recognized a non-cash charge against earnings of $677,010
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-G Partnership's
adoption of SFAS No. 121. No similar charge was necessary during the
year ended December 31, 1996.
General and administrative expenses remained relatively constant
for the year ended December 31, 1996 as compared to the year ended
December 31, 1995. As a percentage of oil and gas sales, these
expenses decreased to 7.5% for the year ended December 31, 1996 from
8.6% for the year ended December 31, 1995. This decrease resulted
primarily from the increase in oil and gas sales discussed above.
The Limited Partners in the III-G Partnership have received cash
distributions through December 31, 1996 of $4,169,287 or 34.2% of
Limited Partner capital contributions.
62
Year Ended December 31, 1995 Compared
to Year Ended December 31, 1994
-------------------------------------
Total oil and gas sales decreased $442,996 (20.7%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994. Of this decrease, approximately $107,000 and $209,000,
respectively, were related to decreases in volumes of oil and gas sold
and approximately $221,000 was related to a decrease in the average
price of gas sold, partially offset by an increase of approximately
$96,000 related to an increase in the average price of oil sold.
Volumes of oil and gas sold decreased 7,209 barrels and 126,504 Mcf,
respectively, for the year ended December 31, 1995 as compared to the
year ended December 31, 1994. The decrease in volumes of gas sold was
primarily due to a normal decline in production on certain properties
coupled with positive volume adjustments made by a purchaser during
the year ended December 31, 1994. Oil prices increased to an average
of $16.48 per barrel for the year ended December 31, 1995 from an
average of $14.78 per barrel for the year ended December 31, 1994.
Gas prices decreased to an average of $1.28 per Mcf for the year ended
December 31, 1995 from an average of $1.65 per Mcf for the year
ended December 31, 1994.
Oil and gas production expenses (including lease operating
expenses and production taxes) decreased $171,261 (15.4%) for the year
ended December 31, 1995 as compared to the year ended December 31,
1994 primarily due to the decreases in volumes of oil and gas sold,
partially offset by increases in workover expenses and repair costs,
increased salt water disposal costs, and adjustments made by an
operator in 1995 for ad valorem taxes incurred in prior periods. As a
percentage of oil and gas sales, these expenses increased to 55.3% for
the year ended December 31, 1995 from 51.9% for the year ended
December 31, 1994. This percentage increase was primarily due to the
decrease in oil and gas sales discussed above.
Depreciation, depletion, and amortization of oil and gas
properties decreased $384,363 (28.3%) for the year ended December 31,
1995 as compared to the year ended December 31, 1994 primarily due to
the decrease in volumes of oil and gas sold during the year ended
December 31, 1995 as compared to the year ended December 31, 1994 and
an upward revision in the estimate of remaining oil reserves at
December 31, 1995. As a percentage of oil and gas sales, this expense
decreased to 57.5% for the year ended December 31, 1995 from 63.6% for
the year ended December 31, 1994 primarily due to the upward revision
in the estimate of remaining oil reserves and the increase in the
average price of oil sold during the year ended December 31, 1995,
partially offset by the decrease in the average price of gas sold
during the year ended December 31, 1995 and a decrease in the estimate
of remaining gas reserves at December 31, 1995.
63
As set forth under "Results of Operations" above, the III-G
Partnership recognized a non-cash charge against earnings of $677,010
for the year ended December 31, 1995. This impairment provision was
necessary due to the unamortized costs of oil and gas properties
exceeding the expected undiscounted future net revenues from such oil
and gas properties, in accordance with the III-G Partnership's
adoption of SFAS No. 121 on October 1, 1995. No similar charge was
necessary during the year ended December 31, 1994 under the III-G
Partnership's prior impairment policy.
General and administrative expenses decreased $21,487 (12.8%) for
the year ended December 31, 1995 as compared to the year ended
December 31, 1994 primarily due to a decrease in professional fees.
As a percentage of oil and gas sales, these expenses increased
slightly to 8.6% for the year ended December 31, 1995 from 7.9% for
the year ended December 31, 1994 due to the decline in oil and gas
sales discussed above.
64
1996 Compared to 1995
---------------------
Average Sales Prices
- ----------------------------------------------------------------
P/ship 1996 1995 % Change
- ------ ---------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
III-A $20.79 $2.09 $17.52 $1.46 19% 43%
III-B 20.98 2.05 17.58 1.45 19% 41%
III-C 20.68 1.99 17.34 1.38 19% 44%
III-D 20.12 1.98 16.60 1.39 21% 42%
III-E 19.95 2.07 16.48 1.47 21% 41%
III-F 20.18 1.73 16.46 1.27 23% 36%
III-G 20.19 1.74 16.48 1.28 23% 36%
Production Volumes
- ---------------------------------------------------------------
P/ship 1996 1995 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 46,923 1,268,943 58,590 1,798,692 (20%) (29%)
III-B 37,849 642,152 42,818 900,882 (12%) (29%)
III-C 27,429 1,351,525 26,926 1,662,411 2% (19%)
III-D 41,351 760,593 42,166 1,000,561 ( 2%) (24%)
III-E 229,226 2,152,599 256,992 3,030,077 (11%) (29%)
III-F 74,064 924,827 78,456 1,107,951 ( 6%) (17%)
III-G 54,083 499,884 56,567 596,184 ( 4%) (16%)
Average Production Costs
per Equivalent Barrel of Oil
-----------------------------------
P/ship 1996 1995 % Change
------ ----- ----- --------
III-A $3.48 $3.15 10%
III-B 3.43 3.20 7%
III-C 3.09 2.70 14%
III-D 5.52 3.56 55%
III-E 7.51 6.24 20%
III-F 5.42 5.59 ( 3%)
III-G 5.85 6.02 ( 3%)
65
1995 Compared to 1994
---------------------
Average Sales Prices
- ----------------------------------------------------------------
P/ship 1995 1994 % Change
- ------ ---------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- -----
III-A $17.52 $1.46 $16.11 $1.77 9% (18%)
III-B 17.58 1.45 16.10 1.74 9% (17%)
III-C 17.34 1.38 15.82 1.59 10% (13%)
III-D 16.60 1.39 15.31 1.52 8% ( 9%)
III-E 16.48 1.47 15.26 1.69 8% (13%)
III-F 16.46 1.27 14.72 1.66 12% (23%)
III-G 16.48 1.28 14.78 1.65 12% (22%)
Production Volumes
- ---------------------------------------------------------------
P/ship 1995 1994 % Change
- ------ ------------------ ------------------ -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 58,590 1,798,692 70,278 2,208,657 (17%) (19%)
III-B 42,818 900,882 52,083 1,077,009 (18%) (16%)
III-C 26,926 1,662,411 29,891 1,734,781 (10%) ( 4%)
III-D 42,166 1,000,561 46,995 852,068 (10%) 17%
III-E 256,992 3,030,077 292,902 2,961,361 (12%) 2%
III-F 78,456 1,107,951 88,759 1,331,546 (12%) (17%)
III-G 56,567 596,184 63,776 722,688 (11%) (18%)
Average Production Costs
per Equivalent Barrel of Oil
-----------------------------------
P/ship 1995 1994 % Change
------ ----- ----- --------
III-A $3.15 $2.64 19.3%
III-B 3.20 2.66 20.3%
III-C 2.70 3.04 (11.2%)
III-D 3.56 5.35 (33.5%)
III-E 6.24 6.70 ( 6.9%)
III-F 5.59 5.84 ( 4.3%)
III-G 6.02 6.02 -%
66
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item
5. Market for Units and Related Limited Partner Matters." The net
proceeds from production are not reinvested in productive assets,
except to the extent that producing wells are improved, or where
methods are employed to permit more efficient recovery of reserves,
thereby resulting in a positive economic impact. Assuming production
levels for the year ended December 31, 1996, the Partnerships' proved
reserve quantities at December 31, 1996 would have the following
lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
III-A 4.9 3.3
III-B 4.6 3.2
III-C 5.7 5.9
III-D 5.0 10.4
III-E 4.5 11.4
III-F 6.1 6.6
III-G 6.1 6.8
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there
should be no further material capital resource commitments in the
future. The Partnerships have no debt commitments. Cash for
operational purposes will be provided by current oil and gas
production.
The Samson Companies are currently in the process of evaluating
certain oil and gas properties owned by the Partnerships and other
entities of the Samson Companies. As a result of such evaluation, it
is expected that certain of these properties will be placed in bid
packages and offered for sale during the first half of 1997. It is
likely that the Partnerships will have an interest in some of the
properties being sold. It is currently estimated that the value of
such sales, as a percentage of total proved reserves of any
Partnership, will range from 1% to 20%.
The decision to accept any offer for the purchase of a property
owned by one or more Partnerships will be made by the General Partner
after giving due consideration to the offer price and the General
Partner's estimate of both the property's remaining proved reserves
and future operating costs. Net proceeds from the sale of any such
properties will be distributed to the Partnerships and will be
included in the calculation of the Partnerships' cash distributions
for the quarter immediately following the Partnerships' receipt of the
proceeds.
67
Following completion of any sale, the Partnerships' quantity of
proved reserves will be reduced. It is also possible that the
Partnerships' repurchase values and future cash distributions could
decline as a result of a reduction of the Partnerships' reserve base.
On the other hand, the General Partner believes there will be
beneficial operating efficiencies related to the Partnerships'
remaining properties. This is primarily due to the fact that the
properties being considered for sale are more likely to bear a higher
ratio of operating expenses as compared to reserves than the
properties not being considered for sale. The net effect of such
property sales is difficult to predict as of the date of this Annual
Report.
There can be no assurance as to the amount of the Partnerships'
future cash distributions. The Partnerships' ability to make cash
distributions depends primarily upon the level of available cash flow
generated by the Partnerships' operating activities, which will be
affected (either positively or negatively) by many factors beyond the
control of the Partnerships, including the price of and demand for oil
and gas and other market and economic conditions. Even if prices and
costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing
properties declines) since the Partnerships are not replacing
production through acquisitions of producing properties and drilling.
If the Partnerships sell any of their properties as discussed above,
the Partnerships' quantity of proved reserves will be reduced;
therefore, it is possible that the Partnerships' future cash
distributions could decline as a result of a reduction of the
Partnerships' reserve base.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous
factors, including the extent of domestic and foreign production,
foreign imports of oil, market demand, domestic and foreign economic
conditions in general, and governmental regulations and tax laws. The
general level of inflation in the economy did not have a material
effect on the operations of the Partnerships in 1996. Oil and gas
prices have fluctuated during recent years and generally have not
followed the same pattern as inflation. See "Item 2. Properties - Oil
and Gas Production, Revenue, and Price History."
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in
Item 14 hereof.
68
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The
following individuals are directors and executive officers of the
General Partner. The business address of such director and executive
officers is Two West Second Street, Tulsa, Oklahoma 74103.
Name Age Position with Geodyne
---------------- --- --------------------------------
Dennis R. Neill 45 President and Director
Judy K. Fox 46 Secretary
The director will hold office until the next annual meeting of
shareholders of Geodyne and until his successor has been duly elected
and qualified. All executive officers serve at the discretion of the
Board of Directors.
Dennis R. Neill joined the Samson Companies in 1981, was named
Senior Vice President and Director of Geodyne on March 3, 1993, and
was named President of Geodyne on June 30, 1996. Prior to joining the
Samson Companies, he was associated with a Tulsa law firm, Conner and
Winters, where his principal practice was in the securities area. He
received a Bachelor of Arts degree in political science from Oklahoma
State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson
Investment Company; President and Director of Samson Properties
Incorporated, Samson Hydrocarbons Company, Dyco Petroleum Corporation,
Geodyne Depositary Company, Geodyne Institutional Depositary Company,
Geodyne Nominee Corporation, Berry Gas Company, Circle L Drilling
Company, and Compression, Inc.; and President and Chairman of the
Board of Directors of Samson Securities Company.
Judy K. Fox joined the Samson Companies in 1990 and was named
Secretary of Geodyne on June 30, 1996. Prior to joining the Samson
Companies, she served as Gas Contract Manager for Ely Energy Company.
Ms. Fox is also Secretary of Berry Gas Company, Circle L Drilling
Company, Compression, Inc., Dyco Petroleum Corporation, Geodyne
Depositary Company, Geodyne Institutional Depositary Company, Geodyne
Nominee Corporation, Samson Hydrocarbons Company, and Samson
Properties Incorporated.
69
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual
general and administrative costs and operating costs incurred and
attributable to the conduct of the business affairs and operations of
the Partnerships, computed on a cost basis, determined in accordance
with generally accepted accounting principles. Such reimbursed costs
and expenses allocated to the Partnerships include office rent,
secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items
generally classified as general or administrative expense. The amount
of general and administrative expense allocated to the General Partner
and its affiliates and charged to each Partnership for each year
during the years ended December 31, 1996, 1995, and 1994 is set forth
in the table below.
Partnership 1996 1995 1994
----------- -------- -------- --------
III-A $277,872 $277,872 $277,869
III-B 145,620 145,620 145,617
III-C 257,412 257,412 257,406
III-D 137,904 137,904 137,903
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,141
III-G 128,340 128,340 128,342
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships
reimburse the General Partner or its affiliates for that portion of
such officers' and directors' salaries and expenses attributable to
time devoted by such individuals to the Partnerships' activities. The
following tables indicate the approximate amount of general and
administrative expense reimbursement attributable to the salaries of
the directors, officers, and employees of the General Partner and its
affiliates for the years ended December 31, 1996, 1995, and 1994:
70
Salary Reimbursements
III-A Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $147,271 - - - - - -
1995 $151,718 - - - - - -
1996 $162,555 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-A Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-A Partnership and no individual's salary or other compensation reimbursement from the
III-A Partnership equals or exceeds $100,000 per annum.
71
Salary Reimbursements
III-B Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $77,177 - - - - - -
1995 $79,509 - - - - - -
1996 $85,188 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-B Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-B Partnership and no individual's salary or other compensation reimbursement from the
III-B Partnership equals or exceeds $100,000 per annum.
72
Salary Reimbursements
III-C Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $136,425 - - - - - -
1995 $140,547 - - - - - -
1996 $150,586 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-C Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-C Partnership and no individual's salary or other compensation reimbursement from the
III-C Partnership equals or exceeds $100,000 per annum.
73
Salary Reimbursements
III-D Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $73,089 - - - - - -
1995 $75,296 - - - - - -
1996 $80,674 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-D Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-D Partnership and no individual's salary or other compensation reimbursement from the
III-D Partnership equals or exceeds $100,000 per annum.
74
Salary Reimbursements
III-E Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $233,348 - - - - - -
1995 $240,393 - - - - - -
1996 $257,564 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-E Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-E Partnership and no individual's salary or other compensation reimbursement from the
III-E Partnership equals or exceeds $100,000 per annum.
75
Salary Reimbursements
III-F Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $123,565 - - - - - -
1995 $127,292 - - - - - -
1996 $136,385 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-F Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-F Partnership and no individual's salary or other compensation reimbursement from the
III-F Partnership equals or exceeds $100,000 per annum.
76
Salary Reimbursements
III-G Partnership
-----------------
Three Years Ended December 31, 1996
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
C. Philip
Tholen,
President,
Chief Executive
Officer(1)(2) 1994 - - - - - - -
1995 - - - - - - -
1996 - - - - - - -
Dennis R. Neill,
President(2)(3) 1996 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(4) 1994 $68,021 - - - - - -
1995 $70,074 - - - - - -
1996 $75,079 - - - - - -
- ----------
(1) Mr. Tholen served as President and Chief Executive Officer of Geodyne until July 1, 1996.
(2) The general and administrative expenses paid by the III-G Partnership and attributable to
salary reimbursements do not include any salary or other compensation attributable to Mr.
Tholen or Mr. Neill.
(3) Mr. Neill became President of Geodyne on July 1, 1996.
(4) No officer or director of Geodyne or its affiliates provides full-time services to the
III-G Partnership and no individual's salary or other compensation reimbursement from the
III-G Partnership equals or exceeds $100,000 per annum.
77
During 1994 and 1995 El Paso, an affiliate of the Partnerships
until December 6, 1995, purchased a portion of the Partnerships' gas
at market prices and resold such gas at market prices directly to end-
users and local distribution companies. The table below summarizes
the dollar amount of gas sold by the Partnerships to El Paso for the
years ended December 31, 1995 and 1994.
Partnership 1995 1994
----------- ---------- ----------
III-A $1,811,755 $2,523,522
III-B 863,111 1,148,530
III-C 1,325,188 1,994,570
III-D 849,298 1,042,455
III-E 2,128,723 2,131,890
III-F 847,849 1,297,252
III-G 446,378 672,645
After December 6, 1995 the Partnerships' gas was marketed by the
General Partner and its affiliates, who were reimbursed for such
activities as general and administrative expenses. See "Item 13.
Certain Relationships and Related Transactions."
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such
affiliates for services as operator of the wells. As operator, such
affiliates are compensated at rates provided in the operating
agreements in effect and charged to all parties to such agreement.
Such compensation may occur both prior and subsequent to the
commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the
affiliates is impossible to quantify as of the date of this Annual
Report.
In addition to the compensation/reimbursements noted above,
during the three years ended December 31, 1996, the Samson Companies
were in the business of supplying field and drilling equipment and
services to affiliated and unaffiliated parties in the industry.
These companies may have provided equipment and services for wells in
which the Partnerships have an interest. These equipment and services
were provided at prices or rates equal to or less than those normally
charged in the same or comparable geographic area by unaffiliated
persons or companies dealing at arm's length. The operators of these
wells billed the Partnerships for a portion of such costs based upon
the Partnerships' interest in the well.
78
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The following table provides information as to the beneficial
ownership of the Units as of February 28, 1997 by (i) each beneficial
owner of more than five percent of the issued and outstanding Units,
(ii) the directors and officers of the General Partner, and (iii) the
General Partner and its affiliates. The address of each of such
persons is Samson Plaza, Two West Second Street, Tulsa, Oklahoma
74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
III-A Partnership:
- -----------------
Samson Resources Company 25,500.0 ( 9.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 25,500.0 ( 9.7%)
III-B Partnership:
- -----------------
Samson Resources Company 14,198.0 (10.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 14,198.0 (10.3%)
III-C Partnership:
- -----------------
Samson Resources Company 27,069.0 (11.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 27,069.0 (11.1%)
III-D Partnership:
- -----------------
Samson Resources Company 19,119.5 (14.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 19,119.5 (14.6%)
79
III-E Partnership:
- -----------------
Samson Resources Company 48,048.0 (11.5%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 48,048.0 (11.5%)
III-F Partnership:
- -----------------
Samson Resources Company 28,125.0 (12.7%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 28,125.0 (12.7%)
III-G Partnership:
- -----------------
Samson Resources Company 13,613.0 (11.2%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 13,613.0 (11.2%)
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General
Partner, there were no officers, directors, or ten percent owners who
were delinquent filers of reports required under Section 16 of the
Securities Exchange Act of 1934.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil
and gas activities independently of the Partnerships which result in
conflicts of interest that cannot be totally eliminated. The
allocation of acquisition and drilling opportunities and the nature of
the compensation arrangements between the Partnerships and the General
Partner also create potential conflicts of interest. An affiliate of
the Partnerships owns some of the Partnerships' Units and therefore
has an identity of interest with other Limited Partners with respect
to the operations of the Partnerships.
80
In order to attempt to assure limited liability for Limited
Partners as well as an orderly conduct of business, management of the
Partnerships is exercised solely by the General Partner. The
Partnership Agreements grant the General Partner broad discretionary
authority with respect to the Partnerships' participation in drilling
prospects and expenditure and control of funds, including borrowings.
These provisions are similar to those contained in prospectuses and
partnership agreements for other public oil and gas partnerships.
Broad discretion as to general management of the Partnerships involves
circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the
Partnerships do not have any employees, but instead rely on the
personnel of the Samson Companies. The Partnerships thus compete with
the Samson Companies (including other currently sponsored oil and gas
partnerships) for the time and resources of such personnel. The
Samson Companies devote such time and personnel to the management of
the Partnerships as are indicated by the circumstances and as are con-
sistent with the General Partner's fiduciary duties.
As a result of Samson Investment Company's ("Samson") acquisition
of the General Partner and its affiliates, Samson, PaineWebber and the
General Partner and certain of its affiliates entered into an advisory
agreement which relates primarily to the Partnerships. PaineWebber
served as the dealer manager of the original offering of Units. The
Advisory Agreement will expire on March 3, 1998. The Advisory
Agreement provides that: (i) Samson and the General Partner will
comply, and will cause the Partnerships to comply, with provisions of
the Partnership Agreements (including all restrictions, prohibitions,
and other provisions of such agreements concerning transactions in
which Samson or its affiliates purchase or sell properties from or to,
or render services to, the Partnerships and the terms of such
agreements relating to farmouts of oil and gas properties), and Samson
will cause the General Partner to comply with all applicable fiduciary
duties; (ii) Samson will review periodically with PaineWebber on a
retrospective basis the general operations and performance of the
Partnerships and the terms of any material transaction by a
Partnership, including any transaction that involves participation by
the Samson Companies; and (iii) Samson will review with PaineWebber on
a prospective basis, and will allow PaineWebber to advise Samson and
to comment on, (A) any General Partner-initiated amendment to a
Partnership Agreement which requires a vote of the Limited Partners of
such Partnership and (B) any proposal initiated by the General Partner
or any of its affiliates that would involve a reorganization, merger,
or consolidation of a Partnership, a sale of all or substantially all
81
of the assets of a Partnership (including a roll-up or corporate stock
exchange), the liquidation or dissolution of a Partnership, or the
exchange of cash, securities, or other assets for all or any
outstanding Units.
In addition, the Advisory Agreement provides, among other things,
that: (i) Samson will cause the General Partner to offer to repurchase
Units at a price to be calculated in accordance with certain
guidelines and to be paid in cash or a combination of cash and certain
securities, all subject to certain limitations and restrictions; (ii)
Samson will provide PaineWebber certain information relating to the
Partnerships and the Limited Partners; (iii) Samson and the General
Partner will maintain an "800" investor services telephone number;
(iv) Samson and the General Partner will take certain actions with
respect to oil and gas properties held by nominees, insurance
maintained by the Partnerships, approval as to transfers of interests
in the Partnerships, and the selection of independent reserve
engineers; (v) Samson and the General Partner acknowledge the standing
of PaineWebber to institute actions, subject to certain limitations,
in connection with the Advisory Agreement on behalf of Limited
Partners; and (vi) if Samson proposes a consolidation, merger, or
exchange offer involving any limited partnership managed by Samson, it
will propose to include all of the Partnerships in such transaction or
provide a statement to PaineWebber as to the reasons why some or all
of the Partnerships are not included in such transaction.
Pursuant to the Advisory Agreement, the General Partner has
agreed to reimburse PaineWebber for all reasonable expenses incurred
by it in connection with the matters contemplated by the Advisory
Agreement, and Samson has agreed to indemnify PaineWebber and certain
related parties from certain liabilities incurred in connection with
the Advisory Agreement.
Affiliates of the Partnerships are solely responsible for the
negotiation, administration, and enforcement of oil and gas sales
agreements covering the Partnerships' leasehold interests. Because
affiliates of the Partnerships who provide services to the
Partnerships have fiduciary or other duties to other members of the
Samson Companies, contract amendments and negotiating positions taken
by them in their effort to enforce contracts with purchasers may not
necessarily represent the positions that the Partnerships would take
if they were to administer their own contracts without involvement
with other members of the Samson Companies. On the other hand,
management believes that the Partnerships' negotiating strength and
contractual positions have been enhanced by virtue of their
affiliation with the Samson Companies. For a description of certain
other relationships and related transactions see "Item 11. Executive
Compensation."
82
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM
8-K
(a) Financial Statements, Financial Statement Schedules, and
Exhibits.
(1) Financial Statements: The following financial
statements for the
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
as of December 31, 1996 and 1995 and for each of the
three years in the period ended December 31, 1996 are
filed as part of this report:
Report of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Capital
(Deficit)
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
4.1 The Certificate and Agreements of Limited
Partnership for the following Partnerships have
been previously filed with the Securities and
Exchange Commission as Exhibit 2.1 to Form 8-A
filed by each Partnership on the dates shown below
and are hereby incorporated by reference.
83
Partnership Filing Date File No.
----------- ----------- --------
III-A February 20, 1990 0-18302
III-B March 30, 1990 0-18636
III-C March 30, 1990 0-18634
III-D November 14, 1990 0-18936
III-E January 22, 1991 0-19010
III-F March 25, 1991 0-19102
III-G September 30, 1991 0-19563
4.2 Advisory Agreement dated as of November 24, 1992
between Samson, PaineWebber, Geodyne Resources,
Geodyne Properties, Inc., Geodyne Production
Company, and Geodyne Energy Company filed as
Exhibit 28.3 to Registrant's Current Report on
Form 8-K on December 24, 1992 and is hereby
incorporated by reference.
4.3 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-A, filed as Exhibit 4.1 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-B, filed as Exhibit 4.2 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.5 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-C, filed as Exhibit 4.3 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.6 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-D, filed as Exhibit 4.4 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
84
4.7 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-E, filed as Exhibit 4.5 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.8 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-F, filed as Exhibit 4.6 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.9 Second Amendment to Agreement of Limited Partner-
ship of Geodyne Energy Income Limited Partnership
III-G, filed as Exhibit 4.7 to Registrant's
Current Report on Form 8-K dated August 2, 1993
filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.10 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-A, filed as Exhibit 4.10 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
4.11 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-B, filed as Exhibit 4.11 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
4.12 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-C, filed as Exhibit 4.12 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
85
4.13 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-D, filed as Exhibit 4.13 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
4.14 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-E, filed as Exhibit 4.14 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
4.15 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-F, filed as Exhibit 4.15 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
4.16 Third Amendment to Agreement of Limited Part-
nership of Geodyne Energy Income Limited
Partnership III-G, filed as Exhibit 4.16 to
Registrant's Annual Report on Form 10-K for the
year ended December 31, 1995 filed with the SEC on
April 1, 1996 and is hereby incorporated by
reference.
* 23.1 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-A.
* 23.2 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-B.
* 23.3 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-C.
* 23.4 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-D.
* 23.5 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-E.
86
* 23.6 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-F.
* 23.7 Consent of Ryder Scott Company, Petroleum
Engineers for Geodyne Energy Income Limited
Partnership III-G.
* 27.1 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-A's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.2 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-B's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.3 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-C's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.4 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-D's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.5 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-E's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.6 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-F's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
* 27.7 Financial Data Schedule containing summary
financial information extracted from the Geodyne
Energy Income Limited Partnership III-G's
financial statements as of December 31, 1996 and
for the year ended December 31, 1996.
87
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K for the fourth quarter of 1996:
None.
88
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-A
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
89
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-B
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
90
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-C
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
91
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-D
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
92
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-E
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
93
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
94
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED
PARTNERSHIP III-G
By: GEODYNE RESOURCES, INC.
General Partner
March 20, 1997
By: /s/Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf
of the registrant and in the capacities on the dates indicated.
By: /s/Dennis R. Neill President and March 20, 1997
------------------- Director (Principal
Dennis R. Neill Executive Officer)
/s/Patrick M. Hall (Principal March 20, 1997
------------------- Financial and
Patrick M. Hall Accounting Officer)
/s/Judy K. Fox Secretary March 20, 1997
-------------------
Judy K. Fox
95
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-A, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-A at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-A changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 610,116 $ 560,906
Accounts receivable:
Oil and gas sales, including
$349,181 due from
related parties at 1995 680,167 639,787
--------- ----------
Total current assets $1,290,283 $ 1,200,693
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 5,360,656 6,874,396
DEFERRED CHARGE 244,220 278,829
--------- ----------
$6,895,159 $ 8,353,918
========= ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 50,726 $ 90,496
Gas imbalance payable 76,797 43,854
--------- ----------
Total current liabilities $ 127,523 $ 134,350
ACCRUED LIABILITY $ 80,396 $ 87,624
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 198,911) ($ 143,923)
Limited Partners, issued and
outstanding, 263,976 Units 6,886,151 8,275,867
--------- ----------
Total Partners' capital $6,687,240 $ 8,131,944
--------- ----------
$6,895,159 $ 8,353,918
========= ==========
The accompanying notes are an integral
part of these financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ----------
REVENUES:
Oil and gas sales,
including $1,811,755
and $2,523,522 of sales
to related parties
in 1995 and 1994 $3,634,004 $3,647,607 $5,044,736
Interest and other
income 23,840 24,119 37,679
Loss on sale of oil
and gas properties ( 84,561) ( 22,260) ( 1,360)
--------- --------- ---------
$3,573,283 $3,649,466 $5,081,055
COSTS AND EXPENSES:
Lease operating $ 644,998 $ 846,401 $ 782,886
Production tax 254,075 282,695 373,299
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 1,135,745 2,111,654 3,553,491
Impairment provision - 1,267,185 -
General and
administrative 324,232 308,527 312,996
--------- --------- ---------
$2,359,050 $4,816,462 $5,022,672
--------- --------- ---------
NET INCOME (LOSS) $1,214,233 ($1,166,996) $ 58,383
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 104,949 $ 76,804 $ 145,059
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $1,109,284 ($1,243,800) ($ 86,676)
========= ========= =========
NET INCOME (LOSS) per
Unit $ 4.20 ($ 4.71) ($ .33)
========= ========= =========
UNITS OUTSTANDING 263,976 263,976 263,976
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $15,726,343 ($ 38,786) $15,687,557
Net income (loss) ( 86,676) 145,059 58,383
Cash distributions ( 3,960,000) ( 218,000) ( 4,178,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $11,679,667 ($111,727) $11,567,940
Net income (loss) ( 1,243,800) 76,804 ( 1,166,996)
Cash distributions ( 2,160,000) ( 109,000) ( 2,269,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 8,275,867 ($143,923) $ 8,131,944
Net income 1,109,284 104,949 1,214,233
Cash distributions ( 2,499,000) ( 159,937) ( 2,658,937)
---------- ------- ----------
Balance, Dec. 31, 1996 $ 6,886,151 ($198,911) $ 6,687,240
========== ======= ==========
The accompanying notes are an integral
part of these financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,214,233 ($1,166,996) $ 58,383
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 1,135,745 2,111,654 3,553,491
Impairment provision - 1,267,185 -
Loss on sale of oil
and gas properties 84,561 22,260 1,360
(Increase) decrease in
accounts receivable ( 40,380) ( 77,267) 329,719
(Increase) decrease in
deferred charge 34,609 ( 47,355) ( 87,278)
Increase (decrease) in
accounts payable ( 39,770) 10,063 10,389
Increase (decrease) in
gas imbalance payable 32,943 ( 14,727) ( 322,380)
Increase (decrease) in
accrued liability ( 7,228) 25,434 987
--------- --------- ---------
Net cash provided by
operating activities $2,414,713 $2,130,251 $3,544,671
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 4,548) ($ 36,695) ($ 29,172)
Proceeds from sale of oil
and gas properties 297,982 21,300 2,237
--------- --------- ---------
Net cash provided (used)
by investing activities $ 293,434 ($ 15,395) ($ 26,935)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,658,937) ($2,269,000) ($4,178,000)
--------- --------- ---------
Net cash used by
financing activities ($2,658,937) ($2,269,000) ($4,178,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 49,210 ($ 154,144) ($ 660,264)
F-5
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 560,906 715,050 1,375,314
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 610,116 $ 560,906 $ 715,050
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-6
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-B, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-B at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-B changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 376,603 $ 311,585
Accounts receivable:
Oil and gas sales, including
$169,725 due from
related parties at 1995 396,970 373,676
--------- ---------
Total current assets $ 773,573 $ 685,261
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 2,854,520 3,648,394
DEFERRED CHARGE 144,819 169,089
--------- ---------
$3,772,912 $4,502,744
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 27,983 $ 49,382
Gas imbalance payable 26,735 6,202
--------- ---------
Total current liabilities $ 54,718 $ 55,584
ACCRUED LIABILITY $ 38,690 $ 47,360
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 97,092) ($ 66,996)
Limited Partners, issued and
outstanding, 138,336 Units 3,776,596 4,466,796
--------- ---------
Total Partners' capital $3,679,504 $4,399,800
--------- ---------
$3,772,912 $4,502,744
========= =========
The accompanying notes are an integral
part of these financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ----------
REVENUES:
Oil and gas sales,
including $863,111 and
$1,148,530 of sales
to related parties
in 1995 and 1994 $2,113,507 $2,063,107 $2,717,108
Interest and other
income 12,611 12,778 20,089
Loss on sale of oil
and gas properties ( 47,201) ( 11,295) ( 588)
--------- --------- ---------
$2,078,917 $2,064,590 $2,736,609
COSTS AND EXPENSES:
Lease operating $ 345,352 $ 457,146 $ 419,322
Production tax 152,139 160,328 197,367
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 633,628 1,052,242 1,924,287
Impairment provision - 480,618 -
General and
administrative 171,467 161,432 164,311
--------- --------- ---------
$1,302,586 $2,311,766 $2,705,287
--------- --------- ---------
NET INCOME (LOSS) $ 776,331 ($ 247,176) $ 31,322
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 63,531 $ 48,956 $ 78,538
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 712,800 ($ 296,132) ($ 47,216)
========= ========= =========
NET INCOME (LOSS) per
Unit $ 5.15 ($ 2.14) ($ .34)
========= ========= =========
UNITS OUTSTANDING 138,336 138,336 138,336
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $8,210,144 ($ 16,490) $8,193,654
Net income (loss) ( 47,216) 78,538 31,322
Cash distributions ( 2,175,000) ( 115,000) ( 2,290,000)
--------- ------- ---------
Balance, Dec. 31, 1994 $5,987,928 ($ 52,952) $5,934,976
Net income (loss) ( 296,132) 48,956 ( 247,176)
Cash distributions ( 1,225,000) ( 63,000) ( 1,288,000)
--------- ------- ---------
Balance, Dec. 31, 1995 $4,466,796 ($ 66,996) $4,399,800
Net income 712,800 63,531 776,331
Cash distributions ( 1,403,000) ( 93,627) ( 1,496,627)
--------- ------- ---------
Balance, Dec. 31, 1996 $3,776,596 ($ 97,092) $3,679,504
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 776,331 ($ 247,176) $ 31,322
Adjustments to reconcile
net income (loss) to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 633,628 1,052,242 1,924,287
Impairment provision - 480,618 -
Loss on sale of oil
and gas properties 47,201 11,295 588
(Increase) decrease in
accounts receivable ( 23,294) ( 67,977) 215,361
(Increase) decrease in
deferred charge 24,270 ( 8,674) ( 44,104)
Increase (decrease) in
accounts payable ( 21,399) 4,622 5,008
Increase (decrease) in
gas imbalance payable 20,533 ( 6,643) ( 211,856)
Increase (decrease) in
accrued liability ( 8,670) 16,253 ( 196)
--------- --------- ---------
Net cash provided by
operating activities $1,448,600 $1,234,560 $1,920,410
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 21,881) ($ 48,179) ($ 16,478)
Proceeds from sale of oil
and gas properties 134,926 8,949 943
--------- --------- ---------
Net cash provided (used)
by investing activities $ 113,045 ($ 39,230) ($ 15,535)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,496,627) ($1,288,000) ($2,290,000)
--------- --------- ---------
Net cash used by
financing activities ($1,496,627) ($1,288,000) ($2,290,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 65,018 ($ 92,670) ($ 385,125)
F-11
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 311,585 404,255 789,380
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 376,603 $ 311,585 $ 404,255
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-12
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-C, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-C at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-C changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 537,233 $ 319,730
Accounts receivable:
General partner 40,940 -
Oil and gas sales, including
$232,323 due from
related parties at 1995 627,697 461,693
--------- ---------
Total current assets $1,205,870 $ 781,423
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 5,727,898 6,723,292
DEFERRED CHARGE 76,014 67,846
--------- ---------
$7,009,782 $7,572,561
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 57,357 $ 84,760
Gas imbalance payable 30,749 22,554
--------- ---------
Total current liabilities $ 88,106 $ 107,314
ACCRUED LIABILITY $ 141,394 $ 139,809
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 143,741) ($ 125,913)
Limited Partners, issued and
outstanding, 244,536 Units 6,924,023 7,451,351
--------- ---------
Total Partners' capital $6,780,282 $7,325,438
--------- ---------
$7,009,782 $7,572,561
========= =========
The accompanying notes are an integral
part of these financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales,
including $1,325,188 and
$1,994,570 of sales
to related parties
in 1995 and 1994 $3,259,615 $2,760,488 $3,229,521
Interest and other
income 16,964 15,965 20,912
Gain (loss) on sale of
oil and gas properties 79,865 ( 11,907) 1,238
--------- --------- ---------
$3,356,444 $2,764,546 $3,251,671
COSTS AND EXPENSES:
Lease operating $ 544,593 $ 626,774 $ 729,751
Production tax 236,522 192,809 238,852
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 930,015 1,587,281 2,821,028
Impairment provision - 1,338,693 1,232,000
General and
administrative 293,709 287,615 291,741
--------- --------- ---------
$2,004,839 $4,033,172 $5,313,372
--------- --------- ---------
NET INCOME (LOSS) $1,351,605 ($1,268,626) ($2,061,701)
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 103,933 $ 53,608 $ 59,036
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $1,247,672 ($1,322,234) ($2,120,737)
========= ========= =========
NET INCOME (LOSS)
per Unit $ 5.10 ($ 5.41) ($ 8.67)
========= ========= =========
UNITS OUTSTANDING 244,536 244,536 244,536
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $14,629,322 ($ 41,557) $14,587,765
Net income (loss) ( 2,120,737) 59,036 ( 2,061,701)
Cash distributions ( 2,325,000) ( 125,000) ( 2,450,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $10,183,585 ($107,521) $10,076,064
Net income (loss) ( 1,322,234) 53,608 ( 1,268,626)
Cash distributions ( 1,410,000) ( 72,000) ( 1,482,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $ 7,451,351 ($125,913) $ 7,325,438
Net income 1,247,672 103,933 1,351,605
Cash distributions ( 1,775,000) ( 121,761) ( 1,896,761)
---------- ------- ----------
Balance, Dec. 31, 1996 $ 6,924,023 ($143,741) $ 6,780,282
========== ======= ==========
The accompanying notes are an integral
part of these financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $1,351,605 ($1,268,626) ($2,061,701)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 930,015 1,587,281 2,821,028
Impairment provision - 1,338,693 1,232,000
(Gain) loss on sale of
oil and gas properties ( 79,865) 11,907 ( 1,238)
Increase in accounts
receivable - General
Partner ( 40,940) - -
(Increase) decrease in
accounts receivable ( 166,004) 184,610 ( 12,438)
Increase in deferred
charge ( 8,168) ( 1,057) ( 19,104)
Increase (decrease) in
accounts payable ( 27,403) 11,239 ( 25,828)
Increase (decrease) in
gas imbalance payable 8,195 ( 152,960) ( 26,862)
Increase (decrease) in
accrued liability 1,585 ( 35,004) 21,188
--------- --------- ---------
Net cash provided by
operating activities $1,969,020 $1,676,083 $1,927,045
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,068) ($ 98,870) ($ 103,486)
Proceeds from sale of oil
and gas properties 169,312 7,952 4,244
--------- --------- ---------
Net cash provided (used)
by investing activities $ 145,244 ($ 90,918) ($ 99,242)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,896,761) ($1,482,000) ($2,450,000)
--------- --------- ---------
Net cash used by
financing activities ($1,896,761) ($1,482,000) ($2,450,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 217,503 $ 103,165 ($ 622,197)
F-17
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 319,730 216,565 838,762
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 537,233 $ 319,730 $ 216,565
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-18
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-D, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-D at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-D changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 319,245 $ 169,395
Accounts receivable:
Oil and gas sales, including
$186,231 due from
related parties at 1995 425,312 365,008
--------- ---------
Total current assets $ 744,557 $ 534,403
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 3,470,494 3,887,916
DEFERRED CHARGE 26,139 41,578
--------- ---------
$4,241,190 $4,463,897
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 112,221 $ 67,198
Gas imbalance payable 5,694 9,437
--------- ---------
Total current liabilities $ 117,915 $ 76,635
ACCRUED LIABILITY $ 220,286 $ 174,533
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 50,214) ($ 36,176)
Limited Partners, issued and
outstanding, 131,008 Units 3,953,203 4,248,905
--------- ---------
Total Partners' capital $3,902,989 $4,212,729
--------- ---------
$4,241,190 $4,463,897
========= =========
The accompanying notes are an integral
part of these financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
REVENUES:
Oil and gas sales,
including $849,298 and
$1,042,455 of sales
to related parties
in 1995 and 1994 $2,336,708 $2,087,482 $2,017,361
Interest and other
income 9,848 9,501 11,794
Gain (loss) on sale of
oil and gas properties 37,737 1,582 ( 123)
--------- --------- ---------
$2,384,293 $2,098,565 $2,029,032
COSTS AND EXPENSES:
Lease operating $ 763,477 $ 604,541 $ 866,473
Production tax 165,193 139,205 144,237
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 441,513 888,974 1,428,954
Impairment provision - 495,810 1,986,000
General and
administrative 158,883 158,547 157,809
--------- --------- ---------
$1,529,066 $2,287,077 $4,583,473
--------- --------- ---------
NET INCOME (LOSS) $ 855,227 ($ 188,512) ($2,554,441)
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 59,929 $ 45,966 $ 8,876
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 795,298 ($ 234,478) ($2,563,317)
========= ========= =========
NET INCOME (LOSS)
per Unit $ 6.07 ($ 1.79) ($ 19.57)
========= ========= =========
UNITS OUTSTANDING 131,008 131,008 131,008
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $8,946,700 $10,982 $8,957,682
Net income (loss) ( 2,563,317) 8,876 ( 2,554,441)
Cash distributions ( 1,075,000) ( 59,000) ( 1,134,000)
---------- ------ ---------
Balance, Dec. 31, 1994 $5,308,383 ($39,142) $5,269,241
Net income (loss) ( 234,478) 45,966 ( 188,512)
Cash distributions ( 825,000) ( 43,000) ( 868,000)
---------- ------ ---------
Balance, Dec. 31, 1995 $4,248,905 ($36,176) $4,212,729
Net income 795,298 59,929 855,227
Cash distributions ( 1,091,000) ( 73,967) ( 1,164,967)
--------- ------ ---------
Balance, Dec. 31, 1996 $3,953,203 ($50,214) $3,902,989
========= ====== =========
The accompanying notes are an integral
part of these financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 855,227 ($ 188,512) ($2,554,441)
Adjustments to reconcile
net income (loss) to net
cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 441,513 888,974 1,428,954
Impairment provision - 495,810 1,986,000
(Gain) loss on sale of
oil and gas proper-
ties ( 37,737) ( 1,582) 123
(Increase) decrease in
accounts receivable ( 60,304) ( 69,652) 95,392
(Increase) decrease in
deferred charge 15,439 ( 11,483) ( 13,379)
Increase (decrease) in
accounts payable 45,023 ( 28,434) ( 14,535)
Decrease in gas imbalance
payable ( 3,743) ( 116,398) ( 25,865)
Increase (decrease) in
accrued liability 45,753 ( 122,546) 77,260
--------- --------- ---------
Net cash provided by
operating activities $1,301,171 $ 846,177 $ 979,509
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,953) ($ 26,512) ($ 36,474)
Proceeds from sale of oil
and gas properties 38,599 1,831 108
--------- --------- ---------
Net cash provided (used)
by investing activities $ 13,646 ($ 24,681) ($ 36,366)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,164,967) ($ 868,000) ($1,134,000)
--------- --------- ---------
Net cash used by
financing activities ($1,164,967) ($ 868,000) ($1,134,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 149,850 ($ 46,504) ($ 190,857)
F-23
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 169,395 215,899 406,756
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 319,245 $ 169,395 $ 215,899
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-24
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-E, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-E at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-E changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 1,243,143 $ 665,050
Accounts receivable:
Oil and gas sales, including
$574,916 due from
related parties at 1995 1,554,748 1,574,465
---------- ----------
Total current assets $ 2,797,891 $ 2,239,515
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 12,822,109 14,521,982
DEFERRED CHARGE 298,358 351,769
---------- ----------
$15,918,358 $17,113,266
========== ==========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 623,087 $ 388,772
Gas imbalance payable 156,497 120,272
---------- ----------
Total current liabilities $ 779,584 $ 509,044
ACCRUED LIABILITY $ 355,235 $ 412,184
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 187,947) ($ 127,750)
Limited Partners, issued and
outstanding, 418,266 Units 14,971,486 16,319,788
---------- ----------
Total Partners' capital $14,783,539 $16,192,038
---------- ----------
$15,918,358 $17,113,266
========== ==========
The accompanying notes are an integral
part of these financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------- -------------
REVENUES:
Oil and gas sales,
including $2,128,723 and
$2,131,890 of sales
to related parties
in 1995 and 1994 $9,030,115 $8,676,047 $ 9,466,013
Interest and other
income 36,750 23,852 36,097
Gain (loss) on sale of
oil and gas
properties 58,579 24,387 ( 124,840)
--------- --------- ----------
$9,125,444 $8,724,286 $ 9,377,270
COSTS AND EXPENSES:
Lease operating $3,785,813 $4,141,427 $ 4,624,062
Production tax 632,451 614,141 649,155
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 1,737,844 3,448,296 3,703,170
Impairment provision - 210,152 1,573,000
General and
administrative 502,626 512,981 557,137
--------- --------- ----------
$6,658,734 $8,926,997 $11,106,524
--------- --------- ----------
NET INCOME (LOSS) $2,466,710 ($ 202,711) ($ 1,729,254)
========= ========= ==========
GENERAL PARTNER - NET
INCOME $ 191,012 $ 136,202 $ 124,584
========= ========= ==========
LIMITED PARTNERS - NET
INCOME (LOSS) $2,275,698 ($ 338,913) ($ 1,853,838)
========= ========= ==========
NET INCOME (LOSS)
per Unit $ 5.44 ($ .81) ($ 4.43)
========= ========= ==========
UNITS OUTSTANDING 418,266 418,266 418,266
========= ========= ==========
The accompanying notes are an integral
part of these financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $25,387,539 ($ 37,536) $25,350,003
Net income (loss) ( 1,853,838) 124,584 ( 1,729,254)
Cash distributions ( 4,185,000) ( 212,000) ( 4,397,000)
---------- ------- ----------
Balance, Dec. 31, 1994 $19,348,701 ($124,952) $19,223,749
Net income (loss) ( 338,913) 136,202 ( 202,711)
Cash distributions ( 2,690,000) ( 139,000) ( 2,829,000)
---------- ------- ----------
Balance, Dec. 31, 1995 $16,319,788 ($127,750) $16,192,038
Net income 2,275,698 191,012 2,466,710
Cash distributions ( 3,624,000) ( 251,209) ( 3,875,209)
---------- ------- -----------
Balance, Dec. 31, 1996 $14,971,486 ($187,947) $14,783,539
========== ======= ==========
The accompanying notes are an integral
part of these financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $2,466,710 ($ 202,711) ($1,729,254)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 1,737,844 3,448,296 3,703,170
Impairment provision - 210,152 1,573,000
(Gain) loss on sale of
oil and gas proper-
ties ( 58,579) ( 24,387) 124,840
(Increase) decrease in
accounts receivable 19,717 ( 303,759) 760,731
(Increase) decrease in
deferred charge 53,411 21,045 ( 146,930)
Increase (decrease) in
accounts payable 234,315 ( 469,229) 332,457
Increase (decrease) in
gas imbalance payable 36,225 25,001 ( 35,900)
Increase (decrease) in
accrued liability ( 56,949) ( 77,132) 137,032
--------- --------- ---------
Net cash provided by
operating activities $4,432,694 $2,627,276 $4,719,146
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 37,987) ($ 339,148) ($ 342,965)
Proceeds from sale of oil
and gas properties 58,595 41,433 172
--------- --------- ---------
Net cash provided (used)
by investing activities $ 20,608 ($ 297,715) ($ 342,793)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,875,209) ($2,829,000) ($4,397,000)
--------- --------- ---------
Net cash used by
financing activities ($3,875,209) ($2,829,000) ($4,397,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 578,093 ($ 499,439) ($ 20,647)
F-29
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 665,050 1,164,489 1,185,136
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,243,143 $ 665,050 $1,164,489
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-30
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-F, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-F at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-F changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-31
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 504,658 $ 324,616
Accounts receivable:
Oil and gas sales, including
$131,943 due from
related parties at 1995 661,215 413,249
--------- ---------
Total current assets $1,165,873 $ 737,865
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 7,307,487 8,463,035
DEFERRED CHARGE 159,453 237,269
--------- ---------
$8,632,813 $9,438,169
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 168,316 $ 163,289
Gas imbalance payable 109,044 97,233
--------- ---------
Total current liabilities $ 277,360 $ 260,522
ACCRUED LIABILITY $ 142,686 $ 261,411
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 97,523) ($ 70,576)
Limited Partners, issued and
outstanding, 221,484 Units 8,310,290 8,986,812
--------- ---------
Total Partners' capital $8,212,767 $8,916,236
--------- ---------
$8,632,813 $9,438,169
========= =========
The accompanying notes are an integral
part of these financial statements.
F-32
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------- -------------
REVENUES:
Oil and gas sales,
including $847,849 and
$1,297,252 of sales
to related parties
in 1995 and 1994 $3,094,738 $2,697,816 $ 3,517,877
Interest and other
income 14,160 5,456 15,165
Gain (loss) on sale of
oil and gas
properties 81,481 45,550 ( 109,467)
--------- --------- ----------
$3,190,379 $2,748,822 $ 3,423,575
COSTS AND EXPENSES:
Lease operating $1,075,305 $1,315,378 $ 1,599,364
Production tax 162,302 156,692 215,243
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 1,130,451 1,509,514 2,383,233
Impairment provision - 998,811 -
General and
administrative 266,544 264,360 305,309
--------- --------- ----------
$2,634,602 $4,244,755 $ 4,503,149
--------- --------- ----------
NET INCOME (LOSS) $ 555,777 ($1,495,933) ($ 1,079,574)
========= ========= ==========
GENERAL PARTNER - NET
INCOME $ 72,299 $ 25,536 $ 41,351
========= ========= ==========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 483,478 ($1,521,469) ($ 1,120,925)
========= ========= ==========
NET INCOME (LOSS)
per Unit $ 2.18 ($ 6.87) ($ 5.06)
========= ========= ==========
UNITS OUTSTANDING 221,484 221,484 221,484
========= ========= ==========
The accompanying notes are an integral
part of these financial statements.
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $13,984,206 ($20,163) $13,964,043
Net income (loss) ( 1,120,925) 41,351 ( 1,079,574)
Cash distributions ( 1,900,000) ( 94,000) ( 1,994,000)
---------- ------ ----------
Balance, Dec. 31, 1994 $10,963,281 ($72,812) $10,890,469
Net income (loss) ( 1,521,469) 25,536 ( 1,495,933)
Cash distributions ( 455,000) ( 23,300) ( 478,300)
---------- ------ ----------
Balance, Dec. 31, 1995 $ 8,986,812 ($70,576) $ 8,916,236
Net income 483,478 72,299 555,777
Cash distributions ( 1,160,000) ( 99,246) ( 1,259,246)
---------- ------ ----------
Balance, Dec. 31, 1996 $ 8,310,290 ($97,523) $ 8,212,767
========== ====== ==========
The accompanying notes are an integral
part of these financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $ 555,777 ($1,495,933) ($1,079,574)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 1,130,451 1,509,514 2,383,233
Impairment provision - 998,811 -
(Gain) loss on sale of
oil and gas properties ( 81,481) ( 45,550) 109,467
(Increase) decrease in
accounts receivable ( 247,966) 47,205 453,517
(Increase) decrease in
deferred charge 77,816 ( 22,173) ( 90,499)
Increase (decrease) in
accounts payable 5,027 ( 182,836) 220,665
Increase in gas imbalance
payable 11,811 22,377 19,891
Increase (decrease) in
accrued liability ( 118,725) ( 26,356) 74,523
--------- --------- ---------
Net cash provided by
operating activities $1,332,710 $ 805,059 $2,091,223
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 12,107) ($ 363,847) ($ 333,934)
Proceeds from sale of oil
and gas properties 118,685 59,533 203
--------- --------- ---------
Net cash provided (used)
by investing activities $ 106,578 ($ 304,314) ($ 333,731)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,259,246) ($ 478,300) ($1,994,000)
--------- --------- ---------
Net cash used by
financing activities ($1,259,246) ($ 478,300) ($1,994,000)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 180,042 $ 22,445 ($ 236,508)
F-35
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 324,616 302,171 538,679
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 504,658 $ 324,616 $ 302,171
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-36
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
We have audited the balance sheets of the Geodyne Energy Income
Limited Partnership III-G, an Oklahoma limited partnership, as of
December 31, 1996 and 1995 and the related statements of operations,
changes in partners' capital (deficit), and cash flows for the years
ended December 31, 1996, 1995, and 1994. These financial statements
are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements
based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of
the Geodyne Energy Income Limited Partnership III-G at December 31,
1996 and 1995 and the results of its operations and cash flows for the
years ended December 31, 1996, 1995, and 1994, in conformity with
generally accepted accounting principles.
As discussed in Note 1 to the financial statements, the Geodyne
Energy Income Limited Partnership III-G changed its policy of
accounting for impairment of its oil and gas properties on October 1,
1995.
COOPERS & LYBRAND L.L.P.
Tulsa, Oklahoma
March 18, 1997
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Balance Sheets
December 31, 1996 and 1995
ASSETS
------
1996 1995
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 315,955 $ 188,474
Accounts receivable:
Oil and gas sales, including
$69,792 due from
related parties at 1995 408,115 258,324
--------- ---------
Total current assets $ 724,070 $ 446,798
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 4,150,885 4,820,243
DEFERRED CHARGE 102,775 148,234
--------- ---------
$4,977,730 $5,415,275
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 99,540 $ 99,578
Gas imbalance payable 54,219 48,600
--------- ---------
Total current liabilities $ 153,759 $ 148,178
ACCRUED LIABILITY $ 86,853 $ 157,334
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 58,669) ($ 26,964)
Limited Partners, issued and
outstanding, 121,925 Units 4,795,787 5,136,727
--------- ---------
Total Partners' capital $4,737,118 $5,109,763
--------- ---------
$4,977,730 $5,415,275
========= =========
The accompanying notes are an integral
part of these financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Operations
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ -------------
REVENUES:
Oil and gas sales,
including $446,378 and
$672,645 of sales
to related parties
in 1995 and 1994 $1,962,555 $1,694,847 $2,137,843
Interest and other
income 8,144 3,666 7,362
Gain (loss) on sale of
oil and gas
properties 61,146 29,096 ( 54,482)
--------- --------- ---------
$2,031,845 $1,727,609 $2,090,723
COSTS AND EXPENSES:
Lease operating $ 703,303 $ 843,215 $ 980,797
Production tax 101,107 94,774 128,453
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 653,459 974,725 1,359,088
Impairment provision - 677,010 -
General and
administrative 146,827 146,505 167,992
--------- --------- ---------
$1,604,696 $2,736,229 $2,636,330
--------- --------- ---------
NET INCOME (LOSS) $ 427,149 ($1,008,620) ($ 545,607)
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 47,089 $ 15,638 $ 27,083
========= ========= =========
LIMITED PARTNERS - NET
INCOME (LOSS) $ 380,060 ($1,024,258) ($ 572,690)
========= ========= =========
NET INCOME (LOSS)
per Unit $ 3.12 ($ 8.40) ($ 4.70)
========= ========= =========
UNITS OUTSTANDING 121,925 121,925 121,925
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-39
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 1996, 1995, and 1994
Limited General
Partners Partner Total
------------- ---------- -------------
Balance, Dec. 31, 1993 $8,078,675 ($ 5,685) $8,072,990
Net income (loss) ( 572,690) 27,083 ( 545,607)
Cash distributions ( 1,020,000) ( 47,500) ( 1,067,500)
--------- ------ ---------
Balance, Dec. 31, 1994 $6,485,985 ($26,102) $6,459,883
Net income (loss) ( 1,024,258) 15,638 ( 1,008,620)
Cash distributions ( 325,000) ( 16,500) ( 341,500)
--------- ------ ---------
Balance, Dec. 31, 1995 $5,136,727 ($26,964) $5,109,763
Net income 380,060 47,089 427,149
Cash distributions ( 721,000) ( 78,794) ( 799,794)
--------- ------ ---------
Balance, Dec. 31, 1996 $4,795,787 ($58,669) $4,737,118
========= ====== =========
The accompanying notes are an integral
part of these financial statements.
F-40
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Cash Flows
For the Years Ended December 31, 1996, 1995, and 1994
1996 1995 1994
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income (loss) $427,149 ($1,008,620) ($ 545,607)
Adjustments to reconcile
net income (loss) to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 653,459 974,725 1,359,088
Impairment provision - 677,010 -
(Gain) loss on sale of
oil and gas properties ( 61,146) ( 29,096) 54,482
(Increase) decrease in
accounts receivable ( 149,791) 37,429 215,384
(Increase) decrease in
deferred charge 45,459 ( 21,476) ( 54,866)
Increase (decrease) in
accounts payable ( 38) ( 96,281) 109,922
Increase in gas imbalance
payable 5,619 11,132 10,015
Increase (decrease) in
accrued liability ( 70,481) ( 7,007) 44,758
------- --------- ---------
Net cash provided by
operating activities $850,230 $ 537,816 $1,193,176
------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 19,668) ($ 203,544) ($ 196,483)
Proceeds from sale of oil
and gas properties 96,713 37,861 2,786
------- --------- ---------
Net cash provided (used)
by investing activities $ 77,045 ($ 165,683) ($ 193,697)
------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($799,794) ($ 341,500) ($1,067,500)
------- --------- ---------
Net cash used by
financing activities ($799,794) ($ 341,500) ($1,067,500)
------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $127,481 $ 30,633 ($ 68,021)
F-41
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 188,474 157,841 225,862
------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $315,955 $ 188,474 $ 157,841
======= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-42
GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
Notes to Financial Statements
For the Years Ended December 31, 1996, 1995, and 1994
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partner-
ships") were formed pursuant to a public offering of depositary units
("Units"). Upon formation, investors became limited partners (the
"Limited Partners") and held Units issued by each Partnership.
Geodyne Resources, Inc. (the "General Partner") is the general partner
of each Partnership. Limited Partner capital contributions were
invested in producing oil and gas properties. The Partnerships were
activated on the following dates with the following Limited Partner
capital contributions.
Limited Partner
Date of 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
An affiliate of the General Partner owned the following Units at
December 31, 1996:
Number of Percent of
Partnership Units Owned Outstanding
----------- ----------- -----------
III-A 25,500.0 9.7%
III-B 14,198.0 10.3%
III-C 27,019.0 11.1%
III-D 19,119.5 14.6%
III-E 47,868.0 11.4%
III-F 27,925.0 12.6%
III-G 13,563.0 11.1%
F-43
The Partnerships' sole business is the development and production
of oil and gas. Substantially all of the Partnerships' gas reserves
are being sold regionally in the "spot market." Due to the highly
competitive nature of the spot market, prices on the spot market are
subject to wide seasonal and regional pricing fluctuations. In
addition, such spot market sales are generally short term in nature
and are dependent upon the obtaining of transportation services
provided by pipelines.
Allocation of Costs and Revenues
The terms of each Partnership's Limited Partnership Agreement
(the "Partnership Agreement") allocate costs and income between the
Limited Partners and the General Partner as follows:
Before Payout After Payout
------------------ ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(1)
- ------------------------
Sales commissions, pay-
ment for organization
and offering costs
and management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(1) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(1) 5% 95% 15% 85%
Income(1)
- ------------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(1) 5% 95% 15% 85%
Gain on sale of
producing properties(1) 5% 95% 15% 85%
All other income(1) 5% 95% 15% 85%
- ----------
F-44
(1) If, at payout, the Limited Partners have received distributions
at an annual rate less than 12% of their subscriptions, the
percentage of income and costs allocated to the General Partner
will increase to only 10% and the Limited Partners will be
allocated 90%. Thereafter, if the distribution to Limited
Partners reaches an average annual rate of 12% the allocation
will change to 15% to the General Partner and 85% to the Limited
Partners.
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a
maturity of three months or less when purchased to be cash
equivalents. Cash equivalents are not insured, which cause the
Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and
gas purchasers subject the Partnerships to a concentration of credit
risk. Some of these purchasers are discussed in Note 3 - Major
Customers. Subsequent to year-end, all oil and gas sales accrued as
of December 31, 1996 have been collected.
Receivable from General Partner
The receivable from the General Partner at December 31, 1996 for
the III-C Partnership represents proceeds due to the III-C Partnership
for the sale of oil and gas properties. Subsequent to December 31,
1996 such receivable was collected by the III-C Partnership.
F-45
Oil and Gas Properties
The Partnerships follow the successful efforts method of
accounting for their oil and gas properties. Under the successful
efforts method, the Partnerships capitalize all property acquisition
costs and development costs incurred in connection with the further
development of oil and gas reserves. Property acquisition costs
include costs incurred by the Partnerships or the General Partner to
acquire producing properties, including related title insurance or
examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an
allocated portion of the General Partner's property screening costs.
The acquisition cost to the Partnerships of properties acquired by the
General Partner is adjusted to reflect the net cash results of
operations, including interest incurred to finance the acquisition,
for the period of time the properties are held by the General Partner.
Leasehold impairment of unproved properties 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
units-of-production method. The Partnerships' calculation of
depreciation, depletion, and amortization includes estimated
dismantlement and abandonment costs, net of estimated salvage values.
The depreciation, depletion, and amortization rates per equivalent
barrel of oil produced during the years ended December 31, 1996, 1995,
and 1994 were as follows:
Partnership 1996 1995 1994
----------- ----- ----- -----
III-A $4.40 $5.89 $8.11
III-B 4.37 5.45 8.31
III-C 3.68 5.22 8.84
III-D 2.63 4.25 7.56
III-E 2.96 4.53 4.71
III-F 4.95 5.74 7.67
III-G 4.76 6.25 7.38
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.
F-46
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," which is intended to establish more
consistent accounting standards for measuring the recoverability of
long-lived assets. SFAS No. 121 requires successful efforts
companies, like the Partnerships, to evaluate the recoverability of
the carrying costs of their proved oil and gas properties at the
lowest level for which there are identifiable cash flows that are
largely independent of the cash flows of other groups of oil and gas
properties. With respect to the Partnerships' oil and gas properties,
this evaluation was performed for each field, rather than for the
Partnerships' properties as a whole as previously allowed by the
Securities and Exchange Commission ("SEC"). SFAS No. 121 provides
that if the unamortized costs of oil and gas properties exceed the
expected undiscounted future cash flows from such properties, the cost
of the properties is written down to fair value, which is determined
by using the discounted future cash flows from the properties. The
Partnerships recorded a non-cash charge against earnings (impairment
provision) during the fourth quarter of 1995 pursuant to SFAS No. 121
and during the year ended December 31, 1994 pursuant to the
Partnerships' prior impairment policy as follows:
Partnership 1995 1994
----------- ---------- ----------
III-A $1,267,185 $ -
III-B 480,618 -
III-C 1,338,693 1,232,000
III-D 495,810 1,986,000
III-E 210,152 1,573,000
III-F 998,811 -
III-G 677,010 -
No such charge was recorded for any Partnership during the year ended
1996.
Subsequent to December 31, 1996, the oil and gas industry has
seen a drop in oil and gas prices. The Partnerships' reserves were
determined at December 31, 1996 using oil and gas prices of $23.75 per
barrel and $3.57 per Mcf, respectively. As of the date of this Annual
Report on Form 10-K, oil and gas prices received by the Partnerships
have decreased to approximately $19.00 per barrel and $1.60 per Mcf,
respectively (the "Filing Date Prices"). If the Filing Date Prices,
as opposed to December 31, 1996 prices, were used to determine the
recoverability of the Partnerships' oil and gas reserves, impairment
provisions of the following approximate amounts would have been
required at December 31, 1996:
F-47
Partnership Amount
----------- ----------
III-A $ 185,000
III-B 78,000
III-C 235,000
III-D 486,000
III-E 2,043,000
III-F 2,079,000
III-G 1,011,000
If the Filing Date Prices are in effect on March 31, 1997, the above
impairment provisions will be reflected in the Partnerships' financial
statements as of March 31, 1997. Impairment provisions do not impact
the Partnerships' cash flows from operating activities; however, they
do impact the amount of General Partner and Limited Partner capital.
The risk that the Partnerships will be required to record further
impairment provisions in the future, beyond those noted above,
increases when oil and gas prices are depressed. Accordingly, the
III-A Partnership has three fields, the III-B Partnership has two
fields, the III-C and III-F Partnerships have six fields, the III-D
Partnership has four fields, the III-E Partnership has five fields,
and the III-G Partnership has eight fields in which it is reasonably
possible that impairment provisions will be recorded in the near term
if gas prices decrease below the Filing Date Prices.
Deferred Charge
Deferred Charge represents costs deferred for lease operating
expenses incurred in connection with the Partnerships' underproduced
gas imbalance positions. At December 31, 1996 and 1995, cumulative
total gas sales volumes for underproduced wells were less than the
Partnerships' pro-rata share of total gas production from these wells
by the following amounts:
1996 1995
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 501,788 $244,220 604,966 $278,829
III-B 282,024 144,819 338,856 169,089
III-C 186,401 76,014 170,168 67,846
III-D 28,310 26,139 56,324 41,578
III-E 169,483 298,358 253,930 351,769
III-F 132,118 159,453 192,745 237,269
III-G 70,539 102,775 101,384 148,234
F-48
Accrued Liability
Accrued liability represents charges accrued for lease operating
expenses incurred in connection with the Partnerships' overproduced
gas imbalance positions. At December 31, 1996 and 1995, cumulative
total gas sales volumes for overproduced wells exceeded the
Partnerships' pro-rata share of total gas production from these wells
by the following amounts:
1996 1995
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 165,186 $ 80,396 190,114 $ 87,624
III-B 75,346 38,690 94,910 47,360
III-C 346,723 141,394 350,663 139,809
III-D 238,585 220,286 236,430 174,533
III-E 201,792 355,235 297,541 412,184
III-F 118,225 142,686 212,357 261,411
III-G 59,611 86,853 107,608 157,334
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title
passed, and revenue recognized at or near the Partnerships' wells
under short-term purchase contracts at prevailing prices in accordance
with arrangements which are customary in the oil industry. Sales of
gas applicable to the Partnerships' interest in producing oil and gas
leases are recorded as revenue when the gas is metered and title
transferred pursuant to the gas sales contracts covering the
Partnerships' interest in gas reserves. During such times as a
Partnership's sales of gas exceed its pro rata ownership in a well,
such sales are recorded as revenue unless total sales from the well
have exceeded the Partnership's share of estimated total gas reserves
underlying the property, at which time such excess is recorded as a
liability. At December 31, 1996 and 1995 total sales exceeded the
Partnerships' share of estimated total gas reserves as follows:
F-49
1996 1995
----------------- -----------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 51,198 $ 76,797 21,818 $ 43,854
III-B 17,823 26,735 3,148 6,202
III-C 20,499 30,749 11,626 22,554
III-D 3,796 5,694 4,941 9,437
III-E 104,331 156,497 62,317 120,272
III-F 72,696 109,044 51,446 97,233
III-G 36,146 54,219 25,579 48,600
These amounts were recorded as gas imbalance payables in accordance
with the sales method.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual
general and administrative costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results
could differ from those estimates. Further, the deferred charge, the
gas imbalance payable, and the accrued liability all involve estimates
which could materially differ from the actual amounts ultimately
realized or incurred in the near term. Oil and gas reserves (see Note
4) also involve significant estimates which could materially differ
from the actual amounts ultimately realized.
Income Taxes
Income or loss for income tax purposes is includable in the
income tax returns of the partners. Accordingly, no recognition has
been given to income taxes in these financial statements.
F-50
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general
and administrative overhead applicable to the Partnerships, based on
an allocation of actual costs incurred. The following is a summary of
payments made to the General Partner or its affiliates by the
Partnerships for general and administrative costs for the years ended
December 31, 1996, 1995, and 1994:
Partnership 1996 1995 1994
----------- -------- -------- --------
III-A $277,872 $277,872 $277,869
III-B 145,620 145,620 145,617
III-C 257,412 257,412 257,406
III-D 137,904 137,904 137,903
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,141
III-G 128,340 128,340 128,342
Affiliates of the Partnerships operate certain of the
Partnerships' properties and their policy is to bill the Partnerships
for all customary charges and cost reimbursements associated with
these activities, together with any compressor rentals, consulting, or
other services provided.
F-51
During 1994 and 1995 the Partnerships sold gas to El Paso Energy
Marketing Company, formerly known as Premier Gas Company ("El Paso").
El Paso, like other similar gas marketing firms, resold such gas to
third parties at market prices. El Paso was an affiliate of the
Partnerships until December 6, 1995. The following table summarizes
the total amount of the Partnerships' sales to El Paso during 1995 and
1994:
Partnership 1995 1994
----------- ---------- ----------
III-A $1,811,755 $2,523,522
III-B 863,111 1,148,530
III-C 1,325,188 1,994,570
III-D 849,298 1,042,455
III-E 2,128,723 2,131,890
III-F 847,849 1,297,252
III-G 446,378 672,645
The following table summarizes the amount of the Partnerships' accrued
oil and gas sales due from El Paso at December 31, 1995:
Partnership 1995
----------- --------
III-A $349,181
III-B 169,725
III-C 232,323
III-D 186,231
III-E 574,916
III-F 131,943
III-G 69,792
F-52
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually
accounted for more than ten percent of the Partnerships' combined oil
and gas sales for the years ended December 31, 1996, 1995, and 1994:
Partnership Purchaser Percentage
----------- ------------------------ -------------------
1996 1995 1994
----- ----- -----
III-A El Paso 59.2% 49.7% 50.0%
Mesa Operating Ltd.
Partnership ("Mesa") 19.4% 19.7% 16.1%
Snyder Oil Corp. - % - % 10.6%
III-B El Paso 47.9% 41.8% 42.3%
Mesa 22.0% 23.0% 20.0%
Sun Refining & Marketing
Company 10.3% - % - %
III-C El Paso 51.2% 48.0% 61.8%
III-D El Paso 44.4% 40.7% 51.7%
Oryx Energy Company
("Oryx") 19.9% 20.8% 21.1%
III-E Oryx 36.5% 33.9% 32.3%
El Paso 12.3% 24.5% 22.5%
Hunt Energy Corp. 10.0% - % 10.0%
III-F El Paso 25.9% 31.4% 36.9%
Eland Energy, Inc.
("Eland") - % - % 11.9%
Amoco Production
Company ("Amoco") 10.4% - % - %
III-G El Paso 21.6% 26.3% 31.5%
Eland - % - % 10.0%
Amoco 10.9% - % - %
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in
availability of open access transportation by the Partnerships'
pipeline transporters, the Partnerships may encounter difficulty in
marketing their gas and in maintaining historic sales levels.
Alternative purchasers or transporters may not be readily available.
F-53
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion,
amortization, and valuation allowance at December 31, 1996 and 1995
were as follows:
III-A Partnership
-----------------
1996 1995
------------- -------------
Proved properties $18,399,090 $22,281,826
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 1,575,589 1,575,589
---------- ----------
$19,974,679 $23,857,415
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 14,614,023) ( 16,983,019)
---------- ----------
Net oil and gas
properties $ 5,360,656 $ 6,874,396
========== ==========
F-54
III-B Partnership
-----------------
1996 1995
------------- -------------
Proved properties $10,461,319 $12,017,231
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 754,938 754,938
---------- ----------
$11,216,257 $12,772,169
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,361,737) ( 9,123,775)
---------- ----------
Net oil and gas
properties $ 2,854,520 $ 3,648,394
========== ==========
III-C Partnership
-----------------
1996 1995
------------- -------------
Proved properties $20,126,262 $21,235,884
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 1,464,473 1,464,473
---------- ----------
$21,590,735 $22,700,357
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 15,862,837) ( 15,977,065)
---------- ----------
Net oil and gas
properties $ 5,727,898 $ 6,723,292
========== ==========
F-55
III-D Partnership
-----------------
1996 1995
------------- -------------
Proved properties $12,203,296 $12,380,592
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 446,756 446,756
---------- ----------
$12,650,052 $12,827,348
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 9,179,558) ( 8,939,432)
---------- ----------
Net oil and gas
properties $ 3,470,494 $ 3,887,916
========== ==========
III-E Partnership
-----------------
1996 1995
------------- -------------
Proved properties $35,818,810 $36,379,471
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 850,663 850,663
---------- ----------
$36,669,473 $37,230,134
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 23,847,364) ( 22,708,152)
---------- ----------
Net oil and gas
properties $12,822,109 $14,521,982
========== ==========
F-56
III-F Partnership
-----------------
1996 1995
------------- -------------
Proved properties $17,692,891 $18,262,346
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 806,386 806,386
----------- ----------
$18,499,277 $19,068,732
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 11,191,790) ( 10,605,697)
---------- ----------
Net oil and gas
properties $ 7,307,487 $ 8,463,035
========== ==========
III-G Partnership
-----------------
1996 1995
------------- -------------
Proved properties $10,155,073 $10,574,994
Unproved properties,
not subject to
depreciation,
depletion, and
amortization 438,666 438,666
---------- ----------
$10,593,739 $11,013,660
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 6,442,854) ( 6,193,417)
---------- ----------
Net oil and gas
properties $ 4,150,885 $ 4,820,243
========== ==========
F-57
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended December
31, 1996, 1995, and 1994. Costs incurred by the Partnerships in
connection with their oil and gas property development activities for
the years ended December 31, 1996, 1995, and 1994 were as follows:
Partnership 1996 1995 1994
----------- -------- -------- --------
III-A $ 4,548 $ 36,695 $ 29,172
III-B 21,881 48,179 16,478
III-C 24,068 98,870 103,486
III-D 24,953 26,512 36,474
III-E 37,987 339,148 342,965
III-F 12,107 363,847 333,934
III-G 19,668 203,544 196,483
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United
States, for the periods indicated. The proved reserves at December
31, 1996, 1995 and 1994 were estimated by petroleum engineers employed
by affiliates of the Partnerships. Certain reserve information was
reviewed by Ryder Scott Company Petroleum Engineers, an independent
petroleum engineering firm.
F-58
III-A Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 244,822 10,038,548
Production ( 70,278) ( 2,208,657)
Sale of minerals in
place ( 28) ( 1,630)
Revision of previous
estimates 18,691 ( 3,803)
------- ----------
Proved reserves, Dec. 31, 1994 193,207 7,824,458
Production ( 58,590) ( 1,798,692)
Sale of minerals in
place ( 169) ( 50,765)
Revision of previous
estimates 38,553 1,021,351
------- ----------
Proved reserves, Dec. 31, 1995 173,001 6,996,352
Production ( 46,923) ( 1,268,943)
Sale of minerals in
place ( 1,434) ( 417,113)
Revision of previous
estimates 29,255 871,973
------- ----------
Proved reserves, Dec. 31, 1996 153,899 6,182,269
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 192,575 7,714,354
======= ==========
December 31, 1995 157,697 5,821,594
======= ==========
December 31, 1996 142,520 5,999,778
======= ==========
F-59
III-B Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 179,321 4,857,292
Production ( 52,083) (1,077,009)
Sale of minerals in
place ( 8) ( 528)
Revision of previous
estimates ( 171) 105,530
------- ---------
Proved reserves, Dec. 31, 1994 127,059 3,885,285
Production ( 42,818) ( 900,882)
Sale of minerals in
place ( 67) ( 21,437)
Extensions and discoveries 78 87,619
Revision of previous
estimates 38,664 414,386
------- ---------
Proved reserves, Dec. 31, 1995 122,916 3,464,971
Production ( 37,849) ( 642,152)
Sale of minerals in
place ( 624) ( 186,418)
Revision of previous
estimates 36,520 331,501
------- ---------
Proved reserves, Dec. 31, 1996 120,963 2,967,902
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 126,766 3,834,018
======= =========
December 31, 1995 113,317 2,787,785
======= =========
December 31, 1996 117,345 2,906,514
======= =========
F-60
III-C Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 157,954 10,464,900
Production ( 29,891) ( 1,734,781)
Sale of minerals in
place ( 173) ( 2,192)
Revision of previous
estimates ( 14,682) 144,823
------- ----------
Proved reserves, Dec. 31, 1994 113,208 8,872,750
Production ( 26,926) ( 1,662,411)
Sale of minerals in
place ( 720) ( 14,529)
Extensions and discoveries 14,324 248,512
Revision of previous
estimates 8,582 457,888
------- ----------
Proved reserves, Dec. 31, 1995 108,468 7,902,210
Production ( 27,429) ( 1,351,525)
Sale of minerals in
place ( 1,266) ( 132,327)
Extensions and discoveries 10,541 157,345
Revision of previous
estimates 72,173 1,144,100
------- ----------
Proved reserves, Dec. 31, 1996 162,487 7,719,803
======= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 92,848 8,510,434
======= ==========
December 31, 1995 83,178 6,615,797
======= ==========
December 31, 1996 162,235 7,673,323
======= ==========
F-61
III-D Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 220,403 4,972,565
Production ( 46,995) ( 852,068)
Sale of minerals in
place - ( 218)
Improved recovery(1) 301,633 15,128
Revision of previous
estimates 11,820 116,870
------- ---------
Proved reserves, Dec. 31, 1994 486,861 4,252,277
Production ( 42,166) (1,000,561)
Sale of minerals in
place ( 171) ( 102)
Extensions and discoveries 1,829 25,326
Revision of previous
estimates ( 24,439) 693,067
------- ---------
Proved reserves, Dec. 31, 1995 421,914 3,970,007
Production ( 41,351) ( 760,593)
Sale of minerals in
place ( 427) ( 25,031)
Extensions and discoveries 1,509 27,059
Revision of previous
estimates 48,985 558,104
------- ---------
Proved reserves, Dec. 31, 1996 430,630 3,769,546
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 470,213 3,997,203
======= =========
December 31, 1995 385,895 3,728,713
======= =========
December 31, 1996 430,606 3,764,539
======= =========
- ----------
(1) The III-D Partnership's reserve estimates increased significantly
during 1994 primarily due to the operator of the Jay-Little
Escambia Creek Field Unit (i) expanding its nitrogen injection
program to a portion of the field which was being waterflooded
and (ii) completing other projects to enhance the recovery of
reserves.
F-62
III-E Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 1993 994,041 15,038,064
Production ( 292,902) ( 2,961,361)
Sale of minerals in
place - -
Improved recovery(1) 2,152,677 107,974
Revision of previous
estimates 106,840 2,579,806
--------- ----------
Proved reserves, Dec. 31, 1994 2,960,656 14,764,483
Production ( 256,992) ( 3,030,077)
Sale of minerals in
place ( 260) ( 9,472)
Extensions and discoveries 18,780 178,518
Revision of previous
estimates ( 134,705) 917,407
--------- ----------
Proved reserves, Dec. 31, 1995 2,587,479 12,820,859
Production ( 229,226) ( 2,152,599)
Sale of minerals in
place ( 3,259) ( 190)
Extensions and discoveries 4,252 30,349
Revision of previous
estimates 258,393 ( 922,682)
--------- ----------
Proved reserves, Dec. 31, 1996 2,617,639 9,775,737
========= ==========
PROVED DEVELOPED RESERVES:
December 31, 1994 2,960,656 14,764,483
========= ==========
December 31, 1995 2,581,872 12,516,938
========= ==========
December 31, 1996 2,617,639 9,775,737
========= ==========
- ----------
(1) The III-E Partnership's reserve estimates increased significantly
during 1994 primarily due to the operator of the Jay-Little
Escambia Creek Field Unit (i) expanding its nitrogen injection
program to a portion of the field which was being waterflooded and
(ii) completing other projects to enhance the recovery of
reserves.
F-63
III-F Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 475,414 9,101,392
Production ( 88,759) (1,331,546)
Sale of minerals in
place - -
Revision of previous
estimates 1,924 756,688
------- ---------
Proved reserves, Dec. 31, 1994 388,579 8,526,534
Production ( 78,456) (1,107,951)
Sale of minerals in
place ( 5,270) ( 12,450)
Extensions and discoveries - 153,983
Revision of previous
estimates 162,213 ( 505,430)
------- ---------
Proved reserves, Dec. 31, 1995 467,066 7,054,686
Production ( 74,064) ( 924,827)
Sale of minerals in
place ( 14,255) ( 8,294)
Extensions and discoveries 3,560 -
Revision of previous
estimates 109,006 ( 454,833)
------- ---------
Proved reserves, Dec. 31, 1996 491,313 5,666,732
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 388,579 8,526,534
======= =========
December 31, 1995 462,819 6,849,368
======= =========
December 31, 1996 491,313 5,666,732
======= =========
F-64
III-G Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1993 361,961 4,967,008
Production ( 63,776) ( 722,688)
Sale of minerals in
place - -
Revision of previous
estimates ( 123) 385,472
------- ---------
Proved reserves, Dec. 31, 1994 298,062 4,629,792
Production ( 56,567) ( 596,184)
Sale of minerals in
place ( 3,487) ( 8,770)
Extensions and discoveries - 84,220
Revision of previous
estimates 114,302 ( 243,507)
------- ----------
Proved reserves, Dec. 31, 1995 352,310 3,865,551
Production ( 54,083) ( 499,884)
Sale of minerals in
place ( 11,160) ( 10,142)
Extensions and discoveries 5,358 3,275
Revision of previous
estimates 77,164 ( 321,474)
------- ---------
Proved reserves, Dec. 31, 1996 369,589 3,037,326
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1994 291,553 4,524,712
======= =========
December 31, 1995 339,240 3,621,356
======= =========
December 31, 1996 369,589 3,037,326
======= =========
F-65
Standardized Measure of Discounted Future Net Cash Flows of
Proved Oil and Gas Reserves - Unaudited
The following tables set forth each of the Partnerships'
estimated future net cash flows as of December 31, 1996 relating to
proved oil and gas reserves based on the standardized measure as pre-
scribed in SFAS No. 69:
Partnership
----------------------------
III-A III-B
------------- -------------
Future cash inflows $26,914,255 $14,039,714
Future production and
development costs ( 6,216,077) ( 3,231,275)
---------- ----------
Future net cash
flows $20,698,178 $10,808,439
10% discount to
reflect timing of
cash flows ( 6,679,509) ( 3,376,571)
---------- ----------
Standardized measure
of discounted
future net cash
flows $14,018,669 $ 7,431,868
========== ==========
F-66
Partnership
----------------------------
III-C III-D
------------- -------------
Future cash inflows $31,725,251 $23,664,015
Future production and
development costs ( 7,918,790) ( 8,778,568)
---------- ----------
Future net cash
flows $23,806,461 $14,885,447
10% discount to
reflect timing of
cash flows ( 8,697,376) ( 5,205,322)
---------- ----------
Standardized measure
of discounted
future net cash
flows $15,109,085 $ 9,680,125
========== ==========
F-67
Partnership
----------------------------
III-E III-F
------------- -------------
Future cash inflows $104,404,661 $33,073,446
Future production and
development costs ( 47,153,700) ( 11,396,337)
----------- ----------
Future net cash
flows $ 57,250,961 $21,667,109
10% discount to
reflect timing of
cash flows ( 20,730,342) ( 7,489,836)
----------- ----------
Standardized measure
of discounted
future net cash
flows $ 36,520,619 $14,187,273
=========== ==========
F-68
Partnership
-------------
III-G
-------------
Future cash inflows $20,236,192
Future production and
development costs ( 7,349,147)
----------
Future net cash
flows $12,887,045
10% discount to
reflect timing of
cash flows ( 4,521,964)
----------
Standardized measure
of discounted
future net cash
flows $ 8,365,081
==========
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available
geological, engineering, and economic data for each reservoir. The
data for a given reservoir may change substantially over time as a
result of, among other things, additional development activity,
production history, and viability of production under varying economic
conditions; consequently, it is reasonably possible that material
revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that the
reserve estimates reported herein represent the most accurate
assessment possible, the significance of the subjective decisions
required and variances in available data for various reservoirs make
these estimates generally less precise than other estimates presented
in connection with financial statement disclosures. The Partnerships'
reserves were determined at December 31, 1996 using oil and gas prices
of $23.75 per barrel and $3.57 per Mcf, respectively. As of the date
of this Annual Report on Form 10-K, oil and gas prices received by the
Partnerships had decreased to approximately $19.00 per barrel and
$1.60 per Mcf, respectively. If such prices, as opposed to December
31, 1996 prices, were used in calculating the standardized measure of
discounted future net cash flows of the Partnerships' proved oil and
gas reserves as of December 31, 1996, such decrease would have had a
significant effect on the value of the reserves disclosed herein.
F-69
INDEX TO EXHIBITS
-----------------
Number Description
- ------ -----------
4.1 The Certificate and Agreements of Limited Partnership for
the following Partnerships have been previously filed with
the Securities and Exchange Commission as Exhibit 2.1 to
Form 8-A filed by each Partnership on the dates shown below
and are hereby incorporated by reference.
Partnership Filing Date File No.
----------- ----------- --------
III-A February 20, 1990 0-18302
III-B March 30, 1990 0-18636
III-C March 30, 1990 0-18634
III-D November 14, 1990 0-18936
III-E January 22, 1991 0-19010
III-F March 25, 1991 0-19102
III-G September 30, 1991 0-19563
4.2 Advisory Agreement dated as of November 24, 1992 between
Samson, PaineWebber, Geodyne Resources, Geodyne Properties,
Inc., Geodyne Production Company, and Geodyne Energy Company
filed as Exhibit 28.3 to Registrant's Current Report on Form
8-K on December 24, 1992 and is hereby incorporated by
reference.
4.3 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-A, filed as
Exhibit 4.1 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-B, filed as
Exhibit 4.2 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
F-70
4.5 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-C, filed as
Exhibit 4.3 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.6 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-D, filed as
Exhibit 4.4 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.7 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-E, filed as
Exhibit 4.5 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.8 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-F, filed as
Exhibit 4.6 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.9 Second Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-G, filed as
Exhibit 4.7 to Registrant's Current Report on Form 8-K dated
August 2, 1993 filed with the SEC on August 10, 1993 and is
hereby incorporated by reference.
4.10 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-A, filed as
Exhibit 4.10 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
F-71
4.11 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-B, filed as
Exhibit 4.11 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
4.12 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-C, filed as
Exhibit 4.12 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
4.13 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-D, filed as
Exhibit 4.13 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
4.14 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-E, filed as
Exhibit 4.14 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-F, filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
F-72
4.16 Third Amendment to Agreement of Limited Partnership of
Geodyne Energy Income Limited Partnership III-G, filed as
Exhibit 4.16 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 1995 filed with the SEC on April
1, 1996 and is hereby incorporated by reference.
*23.1 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-F.
*23.7 Consent of Ryder Scott Company, Petroleum Engineers for
Geodyne Energy Income Limited Partnership III-G.
*27.1 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-A's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.2 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-B's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
F-73
*27.3 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-C's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.4 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-D's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.5 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-E's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.6 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-F's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
*27.7 Financial Data Schedule containing summary financial
information extracted from the Geodyne Energy Income Limited
Partnership III-G's financial statements as of December 31,
1996 and for the year ended December 31, 1996.
All other Exhibits are omitted as inapplicable.
----------
* Filed herewith.
F-74