SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 1997 Commission File Number: III-A: 0-18302 III-B: 0-18636 III-C: 0-18634 III-D: 0-18936 III-E: 0-19010 III-F: 0-19102 III-G: 0-19563 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G ------------------------------------------------------ (Exact name of Registrant as specified in its Articles) III-A 73-1352993 III-B 73-1358666 III-C 73-1356542 III-D 73-1357374 III-E 73-1367188 III-F 73-1377737 Oklahoma III-G 73-1377828 - ---------------------------- ----------------------------------- (State or other jurisdiction (I.R.S. Employer Identification No.) of incorporation or organization) Two West Second Street, Tulsa, Oklahoma 74103 ----------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (918) 583-1791 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports) and (2) has been subject to the filing requirements for the past 90 days. Yes X No ----- ---- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 536,791 $ 610,116 Accounts receivable: Oil and gas sales 496,457 680,167 ---------- ---------- Total current assets $1,033,248 $1,290,283 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $2,557,658 $5,360,656 DEFERRED CHARGE $ 244,220 $ 244,220 ---------- ---------- $3,835,126 $6,895,159 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 34,556 $ 50,726 Gas imbalance payable 76,797 76,797 ---------- ---------- Total current liabilities $ 111,353 $ 127,523 ACCRUED LIABILITY $ 80,396 $ 80,396 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 205,964) ($ 198,911) Limited Partners, issued and outstanding, 263,976 units 3,849,341 6,886,151 ---------- ---------- Total Partners' capital $3,643,377 $6,687,240 ---------- ---------- $3,835,126 $6,895,159 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- ---------- REVENUES: Oil and gas sales $712,026 $811,194 Interest and other income 9,002 6,108 Loss on sale of oil and gas properties ( 387) ( 91,366) -------- -------- $720,641 $725,936 COSTS AND EXPENSES: Lease operating $ 76,887 $166,628 Production tax 54,458 50,594 Depreciation, depletion, and amortization of oil and gas properties 205,936 295,530 General and administrative (Note 2) 74,192 81,200 -------- -------- $411,473 $593,952 -------- -------- NET INCOME $309,168 $131,984 ======== ======== GENERAL PARTNER - NET INCOME $ 23,246 $ 18,115 ======== ======== LIMITED PARTNERS - NET INCOME $285,922 $113,869 ======== ======== NET INCOME per unit $ 1.08 $ .43 ======== ======== UNITS OUTSTANDING 263,976 263,976 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ----------- REVENUES: Oil and gas sales $2,578,627 $2,718,110 Interest and other income 22,480 15,928 Loss on sale of oil and gas properties ( 10,842) ( 91,216) ---------- ---------- $2,590,265 $2,642,822 COSTS AND EXPENSES: Lease operating $ 338,876 $ 497,018 Production tax 202,696 186,883 Depreciation, depletion, and amortization of oil and gas properties 691,287 1,002,017 Impairment provision 1,617,006 - General and administrative (Note 2) 238,929 246,014 ---------- ---------- $3,088,794 $1,931,932 ---------- ---------- NET INCOME (LOSS) ($ 498,529) $ 710,890 ========== ========== GENERAL PARTNER - NET INCOME $ 66,281 $ 74,829 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 564,810) $ 636,061 ========== ========== NET INCOME (LOSS) per unit ($ 2.14) $ 2.41 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 498,529) $ 710,890 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 691,287 1,002,017 Impairment provision 1,617,006 - Loss on sale of oil and gas properties 10,842 91,216 Increase in accounts receivable - General Partner - ( 8,471) Decrease in accounts receivable - oil and gas sales 183,710 93,416 Decrease in accounts payable ( 16,170) ( 30,983) ---------- ---------- Net cash provided by operating activities $1,988,146 $1,858,085 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 36,054) ($ 5,766) Proceeds from sale of oil and gas properties 519,917 264,666 ---------- ---------- Net cash provided by investing activities $ 483,863 $ 258,900 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,545,334) ($1,814,617) ---------- ---------- Net cash used by financing activities ($2,545,334) ($1,814,617) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 73,325) $ 302,368 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 610,116 560,906 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 536,791 $ 863,274 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 298,551 $ 376,603 Accounts receivable: Oil and gas sales 294,179 396,970 ---------- ---------- Total current assets $ 592,730 $ 773,573 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $1,503,478 $2,854,520 DEFERRED CHARGE $ 144,819 $ 144,819 ---------- ---------- $2,241,027 $3,772,912 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 37,720 $ 27,983 Gas imbalance payable 26,735 26,735 ---------- ---------- Total current liabilities $ 64,455 $ 54,718 ACCRUED LIABILITY $ 38,690 $ 38,690 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 101,600) ($ 97,092) Limited Partners, issued and outstanding, 138,336 units 2,239,482 3,776,596 ---------- ---------- Total Partners' capital $2,137,882 $3,679,504 ---------- ---------- $2,241,027 $3,772,912 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- -------- REVENUES: Oil and gas sales $428,266 $473,499 Interest and other income 4,890 3,035 Loss on sale of oil and gas properties ( 159) ( 53,397) -------- -------- $432,997 $423,137 COSTS AND EXPENSES: Lease operating $ 52,059 $ 92,928 Production tax 32,868 30,780 Depreciation, depletion, and amortization of oil and gas properties 118,845 165,720 General and administrative (Note 2) 38,884 42,685 -------- -------- $242,656 $332,113 -------- -------- NET INCOME $190,341 $ 91,024 ======== ======== GENERAL PARTNER - NET $ 14,026 $ 11,028 ======== ======== LIMITED PARTNERS - NET INCOME $176,315 $ 79,996 ======== ======== NET INCOME per unit $ 1.27 $ .58 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- REVENUES: Oil and gas sales $1,522,622 $1,559,625 Interest and other income 12,551 8,429 Loss on sale of oil and gas properties ( 7,832) ( 53,334) ---------- ---------- $1,527,341 $1,514,720 COSTS AND EXPENSES: Lease operating $ 210,321 $ 265,622 Production tax 118,418 110,478 Depreciation, depletion, and amortization of oil and gas properties 394,554 558,854 Impairment provision 738,122 - General and administrative (Note 2) 125,331 129,564 ---------- ---------- $1,586,746 $1,064,518 ---------- ---------- NET INCOME (LOSS) ($ 59,405) $ 450,202 ========== ========== GENERAL PARTNER - NET INCOME $ 41,709 $ 44,443 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 101,114) $ 405,759 ========== ========== NET INCOME (LOSS) per unit ($ .73) $ 2.93 ========== ========== UNITS OUTSTANDING 138,336 138,336 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 59,405) $ 450,202 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 394,554 558,854 Impairment provision 738,122 - Loss on sale of oil and gas properties 7,832 53,334 Increase in accounts receivable - General Partner - ( 23,982) Decrease in accounts receivable - oil and gas sales 102,791 56,774 Increase (decrease) in accounts payable 9,737 ( 17,063) ---------- ---------- Net cash provided by operating activities $1,193,631 $1,078,119 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 41,925) ($ 22,206) Proceeds from sale of oil and gas properties 252,459 120,876 ---------- ---------- Net cash provided by investing activities $ 210,534 $ 98,670 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,482,217) ($1,054,517) ---------- ---------- Net cash used by financing activities ($1,482,217) ($1,054,517) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 78,052) $ 122,272 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 376,603 311,585 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 298,551 $ 433,857 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ----------- CURRENT ASSETS: Cash and cash equivalents $ 359,586 $ 537,233 Accounts receivable: General Partner (Note 2) 9,176 40,940 Oil and gas sales 445,290 627,697 ---------- ---------- Total current assets $ 814,052 $1,205,870 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $3,443,731 $5,727,898 DEFERRED CHARGE $ 76,014 $ 76,014 ---------- ---------- $4,333,797 $7,009,782 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 35,965 $ 57,357 Gas imbalance payable 30,749 30,749 ---------- ---------- Total current liabilities $ 66,714 $ 88,106 ACCRUED LIABILITY $ 141,394 $ 141,394 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 174,245)($ 143,741) Limited Partners, issued and outstanding, 244,536 units 4,299,934 6,924,023 ---------- ---------- Total Partners' capital $4,125,689 $6,780,282 ---------- ---------- $4,333,797 $7,009,782 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- -------- REVENUES: Oil and gas sales $633,934 $694,017 Interest and other income 5,071 4,680 Gain on sale of oil and gas properties 17,697 31,285 -------- -------- $656,702 $729,982 COSTS AND EXPENSES: Lease operating $102,256 $123,204 Production tax 46,589 50,332 Depreciation, depletion, and amortization of oil and gas properties 176,829 262,973 General and administrative (Note 2) 68,732 69,817 -------- -------- $394,406 $506,326 -------- -------- NET INCOME $262,296 $223,656 ======== ======== GENERAL PARTNER - NET INCOME $ 19,934 $ 21,468 ======== ======== LIMITED PARTNERS - NET INCOME $242,362 $202,188 ======== ======== NET INCOME per unit $ .99 $ .83 ======== ======== UNITS OUTSTANDING 244,536 244,536 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ----------- ---------- REVENUES: Oil and gas sales $2,234,020 $2,309,688 Interest and other income 15,763 11,181 Gain on sale of oil and gas properties 73,369 31,311 ---------- ---------- $2,323,152 $2,352,180 COSTS AND EXPENSES: Lease operating $ 354,901 $ 404,017 Production tax 166,831 166,832 Depreciation, depletion, and amortization of oil and gas properties 564,045 880,871 Impairment provision 1,696,418 - General and administrative (Note 2) 226,703 222,156 ---------- ---------- $3,008,898 $1,673,876 ---------- ---------- NET INCOME (LOSS) ($ 685,746) $ 678,304 ========== ========== GENERAL PARTNER - NET INCOME $ 55,343 $ 68,591 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 741,089) $ 609,713 ========== ========== NET INCOME (LOSS) per unit ($ 3.03) $ 2.49 ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 685,746) $ 678,304 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 564,045 880,871 Impairment provision 1,696,418 - Gain on sale of oil and gas properties ( 73,369) ( 31,311) Increase (decrease) in accounts receivable - General Partner 31,764 ( 4,958) Decrease in accounts receivable - oil and gas sales 182,407 4,763 Decrease in accounts payable ( 21,392) ( 40,190) ---------- ---------- Net cash provided by operating activities $1,694,127 $1,487,479 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 69,357) ($ 13,053) Proceeds from sale of oil and gas properties 166,430 99,500 ---------- ---------- Net cash provided by investing activities $ 97,073 $ 86,447 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,968,847) ($1,294,541) ---------- ---------- Net cash used by financing activities ($1,968,847) ($1,294,541) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 177,647) $ 279,385 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 537,233 319,730 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 359,586 $ 599,115 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 257,226 $ 319,245 Accounts receivable: General Partner (Note 2) 1,314 - Oil and gas sales 318,724 425,312 ---------- ---------- Total current assets $ 577,264 $ 744,557 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $2,220,218 $3,470,494 DEFERRED CHARGE $ 26,139 $ 26,139 ---------- ---------- $2,823,621 $4,241,190 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 50,062 $ 112,221 Gas imbalance payable 5,694 5,694 ---------- ---------- Total current liabilities $ 55,756 $ 117,915 ACCRUED LIABILITY $ 220,286 $ 220,286 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 61,725)($ 50,214) Limited Partners, issued and outstanding, 131,008 units 2,609,304 3,953,203 ---------- ---------- Total Partners' capital $2,547,579 $3,902,989 ---------- ---------- $2,823,621 $4,241,190 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 -------- -------- REVENUES: Oil and gas sales $472,603 $567,772 Interest and other income 3,042 2,658 Gain on sale of oil and gas properties 3,234 36,370 -------- -------- $478,879 $606,800 COSTS AND EXPENSES: Lease operating $149,391 $166,278 Production tax 35,345 41,391 Depreciation, depletion, and amortization of oil and gas properties 99,845 134,379 General and administrative (Note 2) 36,823 38,116 -------- -------- $321,404 $380,164 -------- -------- NET INCOME $157,475 $226,636 ======== ======== GENERAL PARTNER - NET INCOME $ 11,715 $ 16,574 ======== ======== LIMITED PARTNERS - NET INCOME $145,760 $210,062 ======== ======== NET INCOME per unit $ 1.11 $ 1.60 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,734,127 $1,665,188 Interest and other income 9,459 6,531 Gain on sale of oil and gas properties 23,702 36,370 ---------- ---------- $1,767,288 $1,708,089 COSTS AND EXPENSES: Lease operating $ 474,265 $ 479,936 Production tax 124,947 118,072 Depreciation, depletion, and amortization of oil and gas properties 317,302 407,855 Impairment provision 932,243 - General and administrative (Note 2) 122,100 120,057 ---------- ---------- $1,970,857 $1,125,920 ---------- ---------- NET INCOME (LOSS) ($ 203,569) $ 582,169 ========== ========== GENERAL PARTNER - NET INCOME $ 39,330 $ 45,096 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($ 242,899) $ 537,073 ========== ========== NET INCOME (LOSS) per unit ($ 1.85) $ 4.10 ========== ========== UNITS OUTSTANDING 131,008 131,008 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 203,569) $582,169 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 317,302 407,855 Impairment provision 932,243 - Gain on sale of oil and gas properties ( 23,702) ( 36,370) Increase in accounts receivable - General Partner ( 1,314) ( 3,020) Decrease in accounts receivable - oil and gas sales 106,588 30,427 Decrease in accounts payable ( 62,159) ( 13,432) ---------- -------- Net cash provided by operating activities $1,065,389 $967,629 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 670) ($ 15,057) Proceeds from sale of oil and gas properties 25,103 37,183 ---------- -------- Net cash provided by investing activities $ 24,433 $ 22,126 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,151,841) ($798,492) ---------- -------- Net cash used by financing activities ($1,151,841) ($798,492) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 62,019) $191,263 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 319,245 169,395 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 257,226 $360,658 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 930,517 $ 1,243,143 Accounts receivable: Oil and gas sales 1,216,977 1,554,748 ----------- ----------- Total current assets $ 2,147,494 $ 2,797,891 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $ 8,635,548 $12,822,109 DEFERRED CHARGE $ 298,358 $ 298,358 ----------- ----------- $11,081,400 $15,918,358 =========== =========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 348,127 $ 623,087 Gas imbalance payable 156,497 156,497 ----------- ----------- Total current liabilities $ 504,624 $ 779,584 ACCRUED LIABILITY $ 355,235 $ 355,235 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 194,628) ($ 187,947) Limited Partners, issued and outstanding, 418,266 units 10,416,169 14,971,486 ----------- ----------- Total Partners' capital $10,221,541 $14,783,539 ----------- ----------- $11,081,400 $15,918,358 =========== =========== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $1,878,608 $2,529,876 Interest and other income 11,414 9,143 Gain on sale of oil and gas properties 136 23,687 ---------- ---------- $1,890,158 $2,562,706 COSTS AND EXPENSES: Lease operating $ 901,133 $ 936,336 Production tax 137,778 183,359 Depreciation, depletion, and amortization of oil and gas properties 426,859 564,377 General and administrative (Note 2) 117,537 119,439 ---------- ---------- $1,583,307 $1,803,511 ---------- ---------- NET INCOME $ 306,851 $ 759,195 ========== ========== GENERAL PARTNER - NET INCOME $ 31,846 $ 59,269 ========== ========== LIMITED PARTNERS - NET INCOME $ 275,005 $ 699,926 ========== ========== NET INCOME per unit $ .66 $ 1.67 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $6,914,717 $6,685,261 Interest and other income 34,775 25,319 Gain (loss) on sale of oil and gas properties ( 174) 23,687 ---------- ---------- $6,949,318 $6,734,267 COSTS AND EXPENSES: Lease operating $2,703,699 $2,707,858 Production tax 493,049 465,768 Depreciation, depletion, and amortization of oil and gas properties 1,356,502 1,528,296 Impairment provision 2,893,741 - General and administrative (Note 2) 388,691 379,825 ---------- ---------- $7,835,682 $5,081,747 ---------- ---------- NET INCOME (LOSS) ($ 886,364) $1,652,520 ========== ========== GENERAL PARTNER - NET INCOME $ 123,953 $ 142,492 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($1,010,317) $1,510,028 ========== ========== NET INCOME (LOSS) per unit ($ 2.42) $ 3.61 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($ 886,364) $1,652,520 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 1,356,502 1,528,296 Impairment provision 2,893,741 - (Gain) loss on sale of oil and gas properties 174 ( 23,687) Increase in accounts receivable - General Partner - ( 18,745) Decrease in accounts receivable - oil and gas sales 337,771 208,915 Decrease in accounts payable ( 274,960) ( 35,918) ---------- ---------- Net cash provided by operating activities $3,426,864 $3,311,381 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 70,042) ($ 26,766) Proceeds from sale of oil and gas properties 6,186 27,959 ---------- ---------- Net cash provided (used) by investing activities ($ 63,856) $ 1,193 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($3,675,634) ($2,832,352) ---------- ---------- Net cash used by financing activities ($3,675,634) ($2,832,352) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 312,626) $ 480,222 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,243,143 665,050 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 930,517 $1,145,272 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 405,896 $ 504,658 Accounts receivable: Oil and gas sales 456,349 661,215 ---------- ---------- Total current assets $ 862,245 $1,165,873 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $3,645,290 $7,307,487 DEFERRED CHARGE $ 159,453 $ 159,453 ---------- ---------- $4,666,988 $8,632,813 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 145,802 $ 168,316 Gas imbalance payable 109,044 109,044 ---------- ---------- Total current liabilities $ 254,846 $ 277,360 ACCRUED LIABILITY $ 142,686 $ 142,686 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 139,777)($ 97,523) Limited Partners, issued and outstanding, 221,484 units 4,409,233 8,310,290 ---------- ---------- Total Partners' capital $4,269,456 $8,212,767 ---------- ---------- $4,666,988 $8,632,813 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- --------- REVENUES: Oil and gas sales $656,490 $801,543 Interest and other income 5,029 3,735 Gain on sale of oil and gas properties 113 5,951 -------- -------- $661,632 $811,229 COSTS AND EXPENSES: Lease operating $295,930 $180,805 Production tax 37,135 34,058 Depreciation, depletion, and amortization of oil and gas properties 268,417 307,634 General and administrative (Note 2) 62,247 63,302 -------- -------- $663,729 $585,799 -------- -------- NET INCOME (LOSS) ($ 2,097) $225,430 ======== ======== GENERAL PARTNER - NET INCOME $ 10,380 $ 23,135 ======== ======== LIMITED PARTNERS - NET INCOME (LOSS) ($ 12,477) $202,295 ======== ======== NET INCOME (LOSS) per unit ($ .06) $ .91 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ---------- ---------- REVENUES: Oil and gas sales $2,281,635 $2,257,857 Interest and other income 16,453 8,839 Gain (loss) on sale of oil and gas properties ( 120) 5,951 ---------- ---------- $2,297,968 $2,272,647 COSTS AND EXPENSES: Lease operating $ 826,588 $ 813,473 Production tax 123,883 112,583 Depreciation, depletion, and amortization of oil and gas properties 803,335 957,920 Impairment provision 2,884,405 - General and administrative (Note 2) 205,410 201,404 ---------- ---------- $4,843,621 $2,085,380 ---------- ---------- NET INCOME (LOSS) ($2,545,653) $ 187,267 ========== ========== GENERAL PARTNER - NET INCOME $ 19,404 $ 47,238 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($2,565,057) $ 140,029 ========== ========== NET INCOME (LOSS) per unit ($ 11.58) $ .63 ========== ========== UNITS OUTSTANDING 221,484 221,484 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($2,545,653) $ 187,267 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 803,335 957,920 Impairment provision 2,884,405 - (Gain) loss on sale of oil and gas properties 120 ( 5,951) Increase in accounts receivable - General Partner - ( 2,786) (Increase) decrease in accounts receivable - oil and gas sales 204,866 ( 81,477) Decrease in accounts payable ( 22,514) ( 26,023) ---------- ---------- Net cash provided by operating activities $1,324,559 $1,028,950 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 31,343) ($ 5,535) Proceeds from sale of oil and gas properties 5,680 39,038 ---------- ---------- Net cash provided (used) by investing activities ($ 25,663) $ 33,503 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,397,658) ($ 850,474) ---------- ---------- Net cash used by financing activities ($1,397,658) ($ 850,474) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 98,762) $ 211,979 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 504,658 324,616 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 405,896 $ 536,595 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 1997 1996 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 276,403 $ 315,955 Accounts receivable: Oil and gas sales 278,512 408,115 ---------- ---------- Total current assets $ 554,915 $ 724,070 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method $2,272,475 $4,150,885 DEFERRED CHARGE $ 102,775 $ 102,775 ---------- ---------- $2,930,165 $4,977,730 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 85,118 $ 99,540 Gas imbalance payable 54,219 54,219 ---------- ---------- Total current liabilities $ 139,337 $ 153,759 ACCRUED LIABILITY $ 86,853 $ 86,853 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 80,924) ($ 58,669) Limited Partners, issued and outstanding, 121,925 units 2,784,899 4,795,787 ---------- ---------- Total Partners' capital $2,703,975 $4,737,118 ---------- ---------- $2,930,165 $4,977,730 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -26- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 --------- --------- REVENUES: Oil and gas sales $398,505 $506,885 Interest and other income 3,501 2,212 Gain on sale of oil and gas properties 31 6,500 -------- -------- $402,037 $515,597 COSTS AND EXPENSES: Lease operating $186,212 $123,955 Production tax 21,738 20,931 Depreciation, depletion, and amortization of oil and gas properties 147,446 192,679 General and administrative (Note 2) 34,269 34,858 -------- -------- $389,665 $372,423 -------- -------- NET INCOME $ 12,372 $143,174 ======== ======== GENERAL PARTNER - NET INCOME $ 6,341 $ 14,623 ======== ======== LIMITED PARTNERS - NET INCOME $ 6,031 $128,551 ======== ======== NET INCOME per unit $ 0.05 $ 1.05 ======== ======== UNITS OUTSTANDING 121,925 121,925 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -27- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- REVENUES: Oil and gas sales $1,405,635 $1,430,150 Interest and other income 10,893 4,867 Gain on sale of oil and gas properties 4,974 10,996 ---------- ---------- $1,421,502 $1,446,013 COSTS AND EXPENSES: Lease operating $ 531,400 $ 539,372 Production tax 74,160 70,037 Depreciation, depletion, and amortization of oil and gas properties 447,642 597,397 Impairment provision 1,449,404 - General and administrative (Note 2) 113,160 110,960 ---------- ---------- $2,615,766 $1,317,766 ---------- ---------- NET INCOME (LOSS) ($1,194,264) $ 128,247 ========== ========== GENERAL PARTNER - NET INCOME $ 15,624 $ 30,065 ========== ========== LIMITED PARTNERS - NET INCOME (LOSS) ($1,209,888) $ 98,182 ========== ========== NET INCOME (LOSS) per unit ($ 9.92) $ .81 ========== ========== UNITS OUTSTANDING 121,925 121,925 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -28- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1997 AND 1996 (Unaudited) 1997 1996 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income (loss) ($1,194,264) $128,247 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 447,642 597,397 Impairment provision 1,449,404 - Gain on sale of oil and gas properties ( 4,974) ( 10,996) Increase in accounts receivable - General Partner - ( 2,101) (Increase) decrease in accounts receivable - oil and gas sales 129,603 ( 55,496) Decrease in accounts payable ( 14,422) ( 16,378) ---------- -------- Net cash provided by operating activities $ 812,989 $640,673 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 26,510) ($ 11,628) Proceeds from sale of oil and gas properties 12,848 44,321 ---------- -------- Net cash provided (used) by investing activities ($ 13,662) $ 32,693 CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 838,879) ($523,067) ---------- -------- Net cash used by financing activities ($ 838,879) ($523,067) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 39,552) $150,299 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 315,955 188,474 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 276,403 $338,773 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -29- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 1997 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 1997, statements of operations for the three and nine months ended September 30, 1997 and 1996 and statements of cash flows for the nine months ended September 30, 1997 and 1996 have been prepared by Geodyne Resources, Inc., the general partner of the Partnerships (the "General Partner"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at September 30, 1997, the results of operations for the three and nine months ended September 30, 1997 and 1996 and the cash flows for the nine months ended September 30, 1997 and 1996. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 1996. The results of operations for the period ended September 30, 1997 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are -30- computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage value. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the difference between asset cost and salvage value is charged or credited to accumulated depreciation. Statement of Financial Accounting Standards ("SFAS") No. 121, "Accounting for the Impairment of Long Lived Assets and Assets Held for Disposal", requires successful efforts companies, like the Partnerships, to evaluate the recoverability of the carrying costs of their proved oil and gas properties at the lowest level for which there are identifiable cash flows that are largely independent of the cash flows of other groups of oil and gas properties. With respect to the Partnerships' oil and gas properties, this evaluation was performed for each field. SFAS No. 121 provides that if the unamortized costs of oil and gas properties for each field exceed the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The Partnerships recorded a non-cash charge against earnings (impairment provision) during the nine months ended September 30, 1997 pursuant to SFAS No. 121 as follows: Partnership Amount ----------- ------------ III-A $1,617,006 III-B 738,122 III-C 1,696,418 III-D 932,243 III-E 2,893,741 III-F 2,884,405 III-G 1,449,404 The risk that the Partnerships will be required to record such impairment provisions in the future increases when oil and gas prices are depressed. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnership Agreements governing the Partnerships provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred by the General Partner. During the three months ended September 30, 1997 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ----------------- -------------- III-A $4,724 $ 69,468 III-B 2,479 36,405 -31- III-C 4,379 64,353 III-D 2,347 34,476 III-E 7,467 110,070 III-F 3,963 58,284 III-G 2,184 32,085 During the nine months ended September 30, 1997 the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ----------------- -------------- III-A $30,525 $208,404 III-B 16,116 109,215 III-C 33,644 193,059 III-D 18,672 103,428 III-E 58,481 330,210 III-F 30,558 174,852 III-G 16,905 96,255 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. The receivable from the General Partner at December 31, 1996 for the III-C Partnership represented proceeds due to the III-C Partnership for the sale of oil and gas properties during the fourth quarter of 1996. Subsequent to December 31, 1996 such receivable was collected by the III-C Partnership. The receivable from the General Partner at September 30, 1997 for the III-C and III-D Partnerships represents proceeds due to such Partnerships for the sale of oil and gas properties during the third quarter of 1997. Subsequent to September 30, 1997 such receivable was collected by the III-C and III-D Partnerships. -32- ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate," "believe," "expect," "plan," "intend," "estimate," "project," "could," "may," and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, or otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of owning interests in producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and has not engaged in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnership Agreements governing the Partnerships. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions -33- ----------- ------------------ --------------- III-A November 21, 1989 $26,397,600 III-B January 24, 1990 13,833,600 III-C February 27, 1990 24,453,600 III-D September 5, 1990 13,100,800 III-E December 26, 1990 41,826,600 III-F March 7, 1991 22,148,400 III-G September 20, 1991 12,192,500 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from operations less necessary operating capital are distributed to Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 1997 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations of the Partnerships. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The most important variable affecting the Partnerships' revenues is the prices received for the sale of oil and gas. Predicting future prices is very difficult. Substantially all of the Partnerships' gas reserves are being sold in the "spot market". Prices on the spot market are subject to wide seasonal and regional pricing fluctuations due to the highly competitive nature of the spot market. In addition, such spot market sales are generally short-term in nature and are dependent upon the obtaining of transportation services provided by pipelines. Management is unable to predict whether future oil and gas prices will (i) stabilize, (ii) increase, or (iii) decrease. PARTNERSHIP III-A THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $712,026 $811,194 Oil and gas production expenses $131,345 $217,222 Barrels produced 9,074 10,526 Mcf produced 238,355 310,142 Average price/Bbl $ 19.21 $ 21.53 Average price/Mcf $ 2.26 $ 1.88 -34- As shown in the above table, total oil and gas sales decreased $99,168 (12.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $31,000 and $135,000, respectively, were related to decreases in volumes of oil and gas sold and a decrease of approximately $21,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $91,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 1,452 barrels and 71,787 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold resulted from a negative prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells and (ii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1996. Average oil prices decreased to $19.21 per barrel for the three months ended September 30, 1997 from $21.53 per barrel for the three months ended September 30, 1996, while average gas prices increased to $2.26 per Mcf for the three months ended September 30, 1997 from $1.88 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $85,877 (39.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) workover expenses incurred on two wells during the three months ended September 30, 1996 in order to improve the recovery of reserves and (ii) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 18.4% for the three months ended September 30, 1997 from 26.8% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $89,594 (30.3%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 28.9% for the three months ended September 30, 1997 from 36.4% for the three months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $7,008 (8.6%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted -35- primarily from a decrease in professional fees and printing and postage expenses during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 10.4% for the three months ended September 30, 1997 and 10.0% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,578,627 $2,718,110 Oil and gas production expenses $ 541,572 $ 683,901 Barrels produced 30,701 35,808 Mcf produced 798,664 1,050,856 Average price/Bbl $ 20.01 $ 20.22 Average price/Mcf $ 2.46 $ 1.90 As shown in the above table, total oil and gas sales decreased $139,483 (5.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $103,000 and $479,000, respectively, were related to decreases in volumes of oil and gas sold, which decrease was partially offset by an increase of approximately $447,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 5,107 barrels and 252,192 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminished reserves on two wells and (ii) a negative prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) normal declines in production due to diminished reserves on several wells and (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996. Average oil prices decreased to $20.01 per barrel for the nine months ended September 30, 1997 from $20.22 per barrel for the nine months ended September 30, 1996, while average gas prices increased to $2.46 per Mcf for the nine months ended September 30, 1997 from $1.90 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $142,329 (20.8%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 21.0% for the nine months ended September 30, 1997 from 25.2% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. -36- Depreciation, depletion, and amortization of oil and gas properties decreased $310,730 (31.0%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 26.8% for the nine months ended September 30, 1997 from 36.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-A Partnership recognized a non-cash charge against earnings of $1,617,006 for the nine months ended September 30, 1997. 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. Of this amount, $184,644 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $1,432,362 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996 under SFAS No. 121. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.3% for the nine months ended September 30, 1997 and 9.1% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $23,102,701 or 87.52% of Limited Partners' capital contributions. PARTNERSHIP III-B THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $428,266 $473,499 Oil and gas production expenses $ 84,927 $123,708 Barrels produced 8,405 8,474 Mcf produced 120,161 156,741 Average price/Bbl $ 19.16 $ 21.57 Average price/Mcf $ 2.22 $ 1.85 As shown in the above table, total oil and gas sales decreased $45,233 (9.6%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $68,000 was related to a decrease in volumes of gas sold and approximately $20,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $44,000 related -37- to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 69 barrels and 36,580 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. 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) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1996. Average oil prices decreased to $19.16 per barrel for the three months ended September 30, 1997 from $21.57 per barrel for the three months ended September 30, 1996, while average gas prices increased to $2.22 per Mcf for the three months ended September 30, 1997 from $1.85 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $38,781 (31.3%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) workover expenses incurred on two wells during the three months ended September 30, 1996 in order to improve the recovery of reserves and (ii) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 19.8% for the three months ended September 30, 1997 from 26.1% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses discussed above and the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $46,875 (28.3%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 27.8% for the three months ended September 30, 1997 from 35.0% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses decreased $3,801 (8.9%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from a decrease in professional fees and printing and postage expenses during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 9.1% for the three months ended September 30, 1997 and 9.0% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. -38- Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,522,622 $1,559,625 Oil and gas production expenses $ 328,739 $ 376,100 Barrels produced 27,663 27,882 Mcf produced 400,369 532,735 Average price/Bbl $ 20.06 $ 20.30 Average price/Mcf $ 2.42 $ 1.87 As shown in the table above, total oil and gas sales decreased $37,003 (2.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $4,000 and $248,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $7,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by an increase of approximately $220,000 related to an increase in the average price of gas sold. 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) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996. Average oil prices decreased to $20.06 per barrel for the nine months ended September 30, 1997 from $20.30 per barrel for the nine months ended September 30, 1996, while average gas prices increased to $2.42 per Mcf for the nine months ended September 30, 1997 from $1.87 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $47,361 (12.6%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 21.6% for the nine months ended September 30, 1997 from 24.1% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $164,300 (29.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 25.9% for the nine months ended September 30, 1997 from 35.8% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. -39- As set forth under "Results of Operations" above, the III-B Partnership recognized a non-cash charge against earnings of $738,122 for the nine months ended September 30, 1997. 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. Of this amount, $77,653 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $660,469 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996 under SFAS No. 121. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 8.2% for the nine months ended September 30, 1997 and 8.3% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $13,445,353 or 97.19% of Limited Partners' capital contributions. PARTNERSHIP III-C THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $633,934 $694,017 Oil and gas production expenses $148,845 $173,536 Barrels produced 6,175 3,938 Mcf produced 263,504 325,447 Average price/Bbl $ 19.01 $ 22.23 Average price/Mcf $ 1.96 $ 1.86 As shown in the above table, total oil and gas sales decreased $60,084 (8.7%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $115,000 was related to a decrease in volumes of gas sold and approximately $20,000 was related to a decrease in the average price of oil sold, which decreases were partially offset by increases of approximately $50,000 related to an increase in the volumes of oil sold and approximately $26,000 related to an increase in the average price of gas sold. Volumes of oil sold increased 2,237 barrels for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Volumes of gas sold decreased 61,943 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The increase in volumes of oil sold resulted primarily from positive prior period volume adjustments made by the purchaser on two wells during the nine months ended September 30, 1997. The decrease in volumes of gas sold resulted primarily from (i) negative prior period volume -40- adjustments made by the purchaser on two wells during the three months ended September 30, 1997, (ii) a positive prior period volume adjustment made by the purchaser on one well during the three months ended September 30, 1996, and (iii) normal declines in production due to diminished gas reserves on several wells. Average oil prices decreased to $19.01 per barrel for the three months ended September 30, 1997 from $22.23 per barrel for the three months ended September 30, 1996, while average gas prices increased to $1.96 per Mcf for the three months ended September 30, 1997 from $1.86 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $24,691 (14.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 23.5% for the three months ended September 30, 1997 and 25.0% for the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $86,144 (32.8%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) the decrease in the volumes of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 27.9% for the three months ended September 30, 1997 from 37.9% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense remained relatively constant at 10.8% for the three months ended September 30, 1997 and 10.1% for the three months ended September 30, 1996. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,234,020 $2,309,688 Oil and gas production expenses $ 521,732 $ 570,849 Barrels produced 19,357 18,618 Mcf produced 842,571 1,057,587 Average price/Bbl $ 20.22 $ 19.97 Average price/Mcf $ 2.19 $ 1.83 -41- As shown in the table above, total oil and gas sales decreased $75,669 (3.3%)for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this decrease, approximately $393,000 was related to a decrease in volumes of gas sold, which decrease was partially offset by an increase of approximately $15,000 related to an increase in volumes of oil sold and an increase of approximately $303,000 related to an increase in the average price of gas sold. Volumes of oil sold increased 739 barrels, while volumes of gas sold decreased 215,016 Mcf for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of gas sold resulted primarily from (i) negative prior period volume adjustments made by the purchaser on three wells during the nine months ended September 30, 1997, (ii) positive prior period volume adjustments made by the purchaser on several wells during the nine months ended September 30, 1996, (iii) the sale of several gas producing wells during 1996 and 1997 and (iv) normal declines in production due to diminished gas reserves on several wells. Average oil and gas prices increased to $20.22 per barrel and $2.19 per Mcf, respectively, for the nine months ended September 30, 1997 from $19.97 per barrel and $1.83 per Mcf, respectively, for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $49,117 (8.6%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 23.4% for the nine months ended September 30, 1997 and 24.7% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $316,826 (36.0%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 25.2% for the nine months ended September 30, 1997 from 38.1% for the nine months ended September 30, 1996. 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 nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-C Partnership recognized a non-cash charge against earnings of $1,696,418 for the nine months ended September 30, 1997. 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. Of this amount, $234,271 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $1,462,147 was related to -42- impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 10.1% for the nine months ended September 30, 1997 and 9.6% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $14,811,795 or 60.57% of Limited Partners' capital contributions. PARTNERSHIP III-D THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $472,603 $567,772 Oil and gas production expenses $184,736 $207,669 Barrels produced 9,749 10,991 Mcf produced 168,424 186,913 Average price/Bbl $ 17.46 $ 20.62 Average price/Mcf $ 1.80 $ 1.82 As shown in the table above, total oil and gas sales decreased $95,169 (16.8%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $26,000 and $34,000, respectively, were related to decreases in the volumes of oil and gas sold and approximately $31,000 was related to a decrease in the average price of oil sold. Volumes of oil and gas sold decreased 1,242 barrels and 18,489 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Average oil and gas prices decreased to $17.46 per barrel and $1.80 per Mcf, respectively, for the three months ended September 30, 1997 from $20.62 per barrel and $1.82 per Mcf, respectively, for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,933 (11.0%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales discussed above. As a percentage of oil and gas sales, these expenses increased to 39.1% for the three months ended September 30, 1997 from 36.6% for the three months ended September 30, 1996. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. -43- Depreciation, depletion, and amortization of oil and gas properties decreased $34,534 (25.7%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 21.1% for the three months ended September 30, 1997 from 23.7% for the three months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 7.8% for the three months ended September 30, 1997 from 6.7% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,734,127 $1,665,188 Oil and gas production expenses $ 599,212 $ 598,008 Barrels produced 31,704 33,069 Mcf produced 530,916 565,614 Average price/Bbl $ 19.51 $ 19.47 Average price/Mcf $ 2.10 $ 1.81 As shown in the table above, total oil and gas sales increased $68,938 (4.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this increase, approximately $154,000 was related to an increase in the average price of gas sold, which increase was partially offset by decreases of approximately $27,000 and $63,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,365 barrels and 34,698 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Average oil and gas prices increased to $19.51 per barrel and $2.10 per Mcf, respectively, for the nine months ended September 30, 1997 from $19.47 per barrel and $1.81 per Mcf, respectively, for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 34.6% for the nine months ended September 30, 1997 and 35.9% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $90,553 (22.2%) for the nine months ended -44- September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) upward revisions in the estimates of remaining oil and gas reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 18.3% for the nine months ended September 30, 1997 from 24.5% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-D Partnership recognized a non-cash charge against earnings of $932,243 for the nine months ended September 30, 1997. 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. Of this amount, $485,820 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $446,423 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 7.0% for the nine months ended September 30, 1997 and 7.2% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $7,244,669 or 55.30% of Limited Partners' capital contributions. PARTNERSHIP III-E THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,878,608 $2,529,876 Oil and gas production expenses $1,038,911 $1,119,695 Barrels produced 56,012 65,854 Mcf produced 544,047 624,833 Average price/Bbl $ 17.24 $ 20.33 Average price/Mcf $ 1.68 $ 1.91 As shown in the table above, total oil and gas sales decreased $651,268 (25.7%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $200,000 and $154,000, respectively, were related to decreases in volumes of oil and gas sold and approximately $173,000 and $125,000, respectively, were related -45- to decreases in the average price of oil and gas sold. Volumes of oil and gas sold decreased 9,842 barrels and 80,786 Mcf, respectively, for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments made by the purchaser on one well during the three months ended September 30, 1996, (ii) normal declines in production due to diminished oil reserves on three wells, (iii) diminished production on one well which was shut-in during the three months ended September 30, 1997 due to mechanical difficulties and (iv) negative prior period volume adjustments made by the operator on one well during the three months ended September 30, 1997. Average oil and gas prices decreased to $17.24 per barrel and $1.68 per Mcf, respectively, for the three months ended September 30, 1997 from $20.33 per barrel and $1.91 per Mcf, respectively, for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $80,784 (7.2%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996, which decrease was partially offset by (i) workover expenses incurred on one well during the three months ended September 30, 1997 in order to improve the recovery of reserves, (ii) increased legal expenses incurred on one well during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996 and (iii) increased general repair and maintenance expense incurred on one well during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 55.3% for the three months ended September 30, 1997 from 44.3% for the three months ended September 30, 1996. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $137,518 (24.4%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining oil reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense remained relatively constant at 22.7% for the three months ended September 30, 1997 and 22.3% for the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 6.3% for the three months ended September 30, 1997 from 4.7% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. -46- NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $6,914,717 $6,685,261 Oil and gas production expenses $3,196,748 $3,173,626 Barrels produced 183,253 186,855 Mcf produced 1,697,392 1,640,848 Average price/Bbl $ 19.30 $ 19.32 Average price/Mcf $ 1.99 $ 1.87 As shown in the table above, total oil and gas sales increased $229,456 (3.4%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this increase, approximately $106,000 and $204,000, respectively, were related to increases in both the volumes and average price of gas sold, which increases were partially offset by a decrease of approximately $70,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 3,602 barrels, while volumes of gas sold increased 56,544 Mcf for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Average oil prices decreased to $19.30 per barrel for the nine months ended September 30, 1997 from $19.32 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $1.99 per Mcf for the nine months ended September 30, 1997 from $1.87 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses decreased to 19.6% for the nine months ended September 30, 1997 from 22.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $171,794 (11.2%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from an upward revision in the estimate of remaining oil reserves at December 31, 1996. As a percentage of oil and gas sales, this expense decreased to 19.6% for the nine months ended September 30, 1997 from 22.9% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-E Partnership recognized a non-cash charge against earnings of $2,893,741 for the nine months ended September 30, 1997. This impairment provision was necessary due to the unamortized costs of oil and gas properties exceeding the expected undiscounted -47- future net revenues from such oil and gas properties, in accordance with the III-E Partnership's adoption of SFAS No. 121. Of this amount, $2,042,775 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $850,966 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 5.6% for the nine months ended September 30, 1997 and 5.7% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $26,392,016 or 63.10% of Limited Partners' capital contributions. PARTNERSHIP III-F THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $656,490 $801,543 Oil and gas production expenses $333,065 $214,863 Barrels produced 14,744 20,248 Mcf produced 252,745 221,599 Average price/Bbl $ 17.82 $ 21.40 Average price/Mcf $ 1.56 $ 1.66 As shown in the table above, total oil and gas sales decreased $145,053 (18.1%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $118,000 was related to a decrease in the volumes of oil sold and approximately $53,000 and $25,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by an increase of approximately $52,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 5,504 barrels, while volumes of gas sold increased 31,146 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold was primarily due to (i) normal declines in production due to diminished oil reserves on several wells and (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996. Average oil and gas prices decreased to $17.82 per barrel and $1.56 per Mcf, respectively, for the three months ended September 30, 1997 from $21.40 per barrel and $1.66 per Mcf, respectively, for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $118,202 (55.0%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This increase resulted -48- primarily from (i) workover expenses incurred on one well during the three months ended September 30, 1997 in order to improve the recovery of reserves and (ii) subsurface repair and maintenance expenses incurred on another well during the three months ended September 30, 1997. As a percentage of oil and gas sales, these expenses increased to 50.7% for the three months ended September 30, 1997 from 26.8% for the three months ended September 30, 1996. This percentage increase was primarily due to the dollar increase in oil and gas production expenses discussed above and the decreases in the average prices of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $39,217 (12.7%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from an upward revision in the estimate of remaining oil reserves at December 31, 1996. As a percentage of oil and gas sales, this expense increased to 40.9% for the three months ended September 30, 1997 from 38.4% for the three months ended September 30, 1996. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 9.5% for the three months ended September 30, 1997 from 7.9% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil and gas sales discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------- 1997 1996 ---------- ---------- Oil and gas sales $2,281,635 $2,257,857 Oil and gas production expenses $ 950,471 $ 926,056 Barrels produced 49,722 58,207 Mcf produced 722,858 719,068 Average price/Bbl $ 19.30 $ 19.55 Average price/Mcf $ 1.83 $ 1.56 As shown in the table above, total oil and gas sales increased $23,778 (1.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. Of this increase, approximately $6,000 and $195,000, respectively, were related to increases in the volumes and average price of gas sold, which increases were partially offset by decreases of approximately $166,000 and $12,000, respectively, related to decreases in the volumes and average price of oil sold. Volumes of oil sold decreased 8,485 barrels, while volumes of gas sold increased 3,790 Mcf for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold was primarily due to (i) normal -49- declines in production due to diminished oil reserves on several wells and (ii) a positive prior period volume adjustment made by the purchaser on one well during the nine months ended September 30, 1996. Average oil prices decreased to $19.30 per barrel for the nine months ended September 30, 1997 from $19.55 per barrel for the nine months ended September 30, 1996. Average gas prices increased to $1.83 per Mcf for the nine months ended September 30, 1997 from $1.56 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $24,415 (2.6%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This increase resulted primarily from workover expenses incurred on two wells during the nine months ended September 30, 1997 in order to improve the recovery of reserves, which increase was partially offset by the decrease in volumes of oil sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses remained relatively constant at 41.7% for the nine months ended September 30, 1997 and 41.0% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $154,585 (16.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining oil reserves at December 31, 1996 and (ii) decreases in volumes of oil sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 35.2% for the nine months ended September 30, 1997 from 42.4% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-F Partnership recognized a non-cash charge against earnings of $2,884,405 for the nine months ended September 30, 1997. 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. Of this amount, $2,078,019 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997 and $806,386 was related to impairment of unproved properties. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 9.0% for the nine months ended September 30, 1997 and 8.9% for the nine months ended September 30, 1996. -50- The Limited Partners have received cash distributions through September 30, 1997 totaling $9,702,904 or 43.81% of Limited Partners' capital contributions. PARTNERSHIP III-G THREE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 1996. Three Months Ended September 30, -------------------------------- 1997 1996 -------- -------- Oil and gas sales $398,505 $506,885 Oil and gas production expenses $207,950 $144,886 Barrels produced 10,451 14,165 Mcf produced 134,769 121,454 Average price/Bbl $ 17.74 $ 21.50 Average price/Mcf $ 1.58 $ 1.67 As shown in the table above, total oil and gas sales decreased $108,380 (21.4%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. Of this decrease, approximately $80,000 was related to a decrease in volumes of oil sold and approximately $39,000 and $12,000, respectively, were related to decreases in the average prices of oil and gas sold, which decreases were partially offset by an increase of approximately $22,000 related to an increase in the volumes of gas sold. Volumes of oil sold decreased 3,714 barrels while volumes of gas sold increased 13,315 Mcf for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) positive prior period volume adjustments on several wells during the three months ended September 30, 1996 and (ii) normal declines in production due to diminished oil reserves on several wells. The increase in volumes of gas sold resulted primarily from the shutting-in of two wells during the three months ended September 30, 1996. Average oil prices decreased to $17.74 per barrel for the three months ended September 30, 1997 from $21.50 per barrel for the three months ended September 30, 1996. Average gas prices decreased to $1.58 per Mcf for the three months ended September 30, 1997 from $1.67 per Mcf for the three months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) increased $63,064 (43.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This increase was due to an increase in general repair and maintenance expenses during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 52.2% for the three months ended September 30, 1997 from 28.6% for the three months ended September 30, 1996. This increase was primarily due to the dollar increase in oil and gas production expenses discussed above and the decreases in the average price of oil and gas sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. -51- Depreciation, depletion, and amortization of oil and gas properties decreased $45,233 (23.5%) for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining oil reserves at December 31, 1996 and (ii) a decrease in volumes of oil sold during the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, this expense remained relatively constant at 38.0% for the three months ended September 30, 1997 and 37.0% for the three months ended September 30, 1996. General and administrative expenses remained relatively constant for the three months ended September 30, 1997 as compared to the three months ended September 30, 1996. As a percentage of oil and gas sales, these expenses increased to 8.6% for the three months ended September 30, 1997 from 6.9% for the three months ended September 30, 1996. This percentage increase was primarily due to the decrease in oil sales discussed above. NINE MONTHS ENDED SEPTEMBER 30, 1997 AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 1996. Nine Months Ended September 30, ------------------------------- 1997 1996 ---------- ---------- Oil and gas sales $1,405,635 $1,430,150 Oil and gas production expenses $ 605,560 $ 609,409 Barrels produced 35,841 41,945 Mcf produced 384,476 388,400 Average price/Bbl $ 19.35 $ 19.58 Average price/Mcf $ 1.85 $ 1.57 As shown in the table above, total oil and gas sales remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. While decreases in volumes of oil and gas sold resulted in decreases of approximately $120,000 and $6,000, respectively, and a decrease of approximately $8,000 was related to a decrease in the average price of oil sold, any resulting decrease in oil and gas sales was mostly offset by an increase of approximately $108,000 related to an increase in the average price of gas sold. Volumes of oil and gas sold decreased 6,104 barrels and 3,924 Mcf, respectively, for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. The decrease in volumes of oil sold resulted primarily from (i) normal declines in production due to diminished oil reserves on several wells and (ii) the sale of several wells in the nine months ended September 30, 1996. Average oil prices decreased to $19.35 per barrel for the nine months ended September 30, 1997 from $19.58 per barrel for the nine months ended September 30, 1996, while average gas prices increased to $1.85 per Mcf for the nine months ended September 30, 1997 from $1.57 per Mcf for the nine months ended September 30, 1996. Oil and gas production expenses (including lease operating expenses and production taxes) remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 43.1% -52- for the nine months ended September 30, 1997 and 42.6% for the nine months ended September 30, 1996. Depreciation, depletion, and amortization of oil and gas properties decreased $149,755 (25.1%) for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. This decrease resulted primarily from (i) an upward revision in the estimate of remaining oil reserves at December 31, 1996 and (ii) decreases in volumes of oil and gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, this expense decreased to 31.8% for the nine months ended September 30, 1997 from 41.8% for the nine months ended September 30, 1996. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization discussed above and the increase in the average price of gas sold during the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As set forth under "Results of Operations" above, the III-G Partnership recognized a non-cash charge against earnings of $1,449,404 for the nine months ended September 30, 1997. 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. Of this amount, $1,010,738 was related to the decline in oil and gas prices used to determine the recoverability of oil and gas reserves at March 31, 1997. No similar charge was necessary during the nine months ended September 30, 1996. General and administrative expenses remained relatively constant for the nine months ended September 30, 1997 as compared to the nine months ended September 30, 1996. As a percentage of oil and gas sales, these expenses also remained relatively constant at 8.1% for the nine months ended September 30, 1997 and 7.8% for the nine months ended September 30, 1996. The Limited Partners have received cash distributions through September 30, 1997 totaling $4,970,287 or 40.77% of Limited Partners' capital contributions. -53- PART II: OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: 27.1 Financial Data Schedule containing summary financial information extracted from the III-A Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the III-B Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the III-C Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the III-D Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the III-E Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the III-F Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the III-G Partnership's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. All other exhibits are omitted as inapplicable. (b) Reports on Form 8-K: None. -54- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G (Registrant) By: GEODYNE RESOURCES, INC. General Partner Date: November 13, 1997 By: /s/Dennis R. Neill ------------------------------- (Signature) Dennis R. Neill President Date: November 13, 1997 By: /s/Patrick M. Hall -------------------------------- (Signature) Patrick M. Hall Principal Accounting Officer -63- INDEX TO EXHIBITS ----------------- NUMBER DESCRIPTION - ------ ----------- 27.1 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-A's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.2 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-B's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.3 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-C's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.4 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-D's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.5 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-E's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.6 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-F's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. 27.7 Financial Data Schedule containing summary financial information extracted from the Geodyne Energy Income Limited Partnership III-G's financial statements as of September 30, 1997 and for the nine months ended September 30, 1997, filed herewith. All other exhibits are omitted as inapplicable.