FORM 10-K405
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2001
Commission File Number:
III-A: 0-18302; III-B: 0-18636; III-C: 0-18634; III-D: 0-18936
III-E: 0-19010; III-F: 0-19102; III-G: 0-19563
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
-----------------------------------------------
(Exact name of Registrant as specified in its Articles)
III-A: 73-1352993
III-B: 73-1358666
III-C: 73-1356542
III-D: 73-1357374
III-E: 73-1367188
III-F: 73-1377737
Oklahoma III-G: 73-1377828
- --------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
----- -----
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Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K405 or any amendment to this Form 10-K405.
X Disclosure is not contained herein.
-----
Disclosure is contained herein.
-----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
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FORM 10-K405
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES................................................10
ITEM 3. LEGAL PROCEEDINGS.........................................26
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26
PART II.....................................................................26
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
ITEM 6. SELECTED FINANCIAL DATA...................................29
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS......................37
ITEM 7A.....QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................61
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............61
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.................61
PART III....................................................................61
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...61
ITEM 11. EXECUTIVE COMPENSATION....................................62
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT............................................71
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............73
PART IV.....................................................................74
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON
FORM 8-K..................................................74
SIGNATURES............................................................83
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PART I.
ITEM 1......BUSINESS
General
The Geodyne Energy Income Limited Partnership III-A (the "III-A
Partnership"), Geodyne Energy Income Limited Partnership III-B (the "III-B
Partnership"), Geodyne Energy Income Limited Partnership III-C (the "III-C
Partnership"), Geodyne Energy Income Limited Partnership III-D (the "III-D
Partnership"), Geodyne Energy Income Limited Partnership III-E (the "III-E
Partnership"), Geodyne Energy Income Limited Partnership III-F (the "III-F
Partnership"), and Geodyne Energy Income Limited Partnership III-G (the "III-G
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc., a Delaware corporation, as general partner
("Geodyne" or the "General Partner"), Geodyne Depositary Company, a Delaware
corporation, as the sole initial limited partner, and public investors as
substitute limited partners (the "Limited Partners"). The Partnerships commenced
operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
III-A November 22, 1989
III-B January 24, 1990
III-C February 27, 1990
III-D September 5, 1990
III-E December 26, 1990
III-F March 7, 1991
III-G September 20, 1991
The General Partner currently serves as general partner of 26 limited
partnerships and is a wholly-owned subsidiary of Samson Investment Company.
Samson Investment Company and its various corporate subsidiaries, including the
General Partner (collectively "Samson"), are primarily engaged in the production
and development of and exploration for oil and gas reserves and the acquisition
and operation of producing properties. At December 31, 2001, Samson owned
interests in approximately 14,000 oil and gas wells located in 19 states of the
United States and the countries of Canada, Venezuela, and Russia. At December
31, 2001, Samson operated approximately 3,000 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Russia.
The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage
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to a limited extent in development drilling on producing oil and gas properties
as required for the prudent management of the Partnerships.
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2002, Samson employed approximately 1,000 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report on Form 10-K405 ("Annual Report"), the General
Partner has extended the terms of the III-D, III-E, III-F and III-G Partnerships
for the first two-year extension period, and the III-A, III-B, and III-C
Partnerships for the second two-year extension period. Therefore, the
Partnerships are currently scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.
Initial Extensions Current
Partnership Termination Date Exercised Termination Date
----------- ------------------ --------- ------------------
III-A November 22, 1999 2 November 22, 2003
III-B January 24, 2000 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 1 September 5, 2002
III-E December 26, 2000 1 December 26, 2002
III-F March 7, 2001 1 March 7, 2003
III-G September 20, 2001 1 September 20, 2003
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Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, operations and expenses are currently funded out of each
Partnership's revenues from oil and gas sales. The General Partner may, but is
not required to, advance funds to a Partnership for the same purposes for which
Partnership borrowings are authorized.
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods, compressors,
production material, or other equipment.
Competition and Marketing
The Partnerships' revenues, net income or loss, cash flows, carrying value
of oil and gas properties, and amount of oil and gas which can be economically
produced depend substantially upon the prevailing prices for oil and gas. Oil
and gas prices (and consequently the Partnerships' profitability) depend on a
number of factors which are beyond the control of the Partnerships. These
factors include worldwide political instability and terrorist activities
(especially in oil-producing regions), United Nations export embargoes, the
supply and price of foreign imports of oil and gas, the level of consumer
product demand (which can be heavily influenced by weather patterns), the level
of domestic oil and gas production, government regulations and taxes, the price
and availability of alternative fuels, the overall economic environment, and the
availability and capacity of transportation and processing facilities. The
effect of these factors on future oil and gas industry trends cannot be
accurately predicted or anticipated. In addition, the domestic oil and gas
industry is highly competitive, with a large number of companies and individuals
engaged in the exploration and development of oil and gas properties. Predicting
future prices is not possible. Concerning past trends, oil and gas prices in the
United States have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of
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the Partnerships' gas reserves are being sold on the "spot market." Prices on
the spot market are subject to wide seasonal and regional pricing fluctuations
due to the highly competitive nature of the spot market. In addition, such spot
market sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot prices for the
Partnerships' gas decreased from approximately $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Partnerships' oil decreased from approximately $27.52
per barrel at December 31, 2000 to approximately $16.75 per barrel at December
31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
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Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2001:
Partnership Purchaser Percentage
----------- ------------------------ ----------
III-A Phibro Energy, Inc.
("Phibro") 27.9%
Valero Industrial Gas L.P.
("Valero") 25.2%
El Paso Energy Marketing
Company ("El Paso") 18.3%
Conoco, Inc. 11.4%
III-B Phibro 32.0%
Valero 20.3%
El Paso 14.4%
Conoco, Inc. 13.0%
III-C El Paso 63.5%
III-D El Paso 66.7%
Eaglwing Trading, Inc.
("Eaglwing") 15.2%
III-E Eaglwing 36.3%
El Paso 21.7%
III-F El Paso 45.8%
Eaglwing 11.1%
III-G El Paso 40.4%
Eaglwing 12.9%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by the Partnerships' pipeline
transporters, the Partnerships may encounter difficulty in marketing their gas
and in maintaining historic sales levels. Management does not expect any of its
open access transporters to seek authorization to terminate their transportation
services. Even if the services were terminated, management believes that
alternatives would be available whereby the Partnerships would be able to
continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to
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production areas, crude oil is usually trucked by purchasers to storage
facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
noncompliance, may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts, pollution,
fires, and other casualties. The
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Partnerships maintain insurance coverage as is customary for entities of a
similar size engaged in operations similar to that of the Partnerships, but
losses can occur from uninsurable risks or in amounts in excess of existing
insurance coverage. In particular, many types of pollution and contamination can
exist, undiscovered, for long periods of time and can result in substantial
environmental liabilities which are not insured. The occurrence of an event
which is not fully covered by insurance could have a material adverse effect on
the Partnerships' financial condition and results of operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 2001.
Well Statistics(1)
As of December 31, 2001
Number of Gross Wells(2) Number of Net Wells(3)
-------------------------- ---------------------------
P/ship Total Oil Gas Total Oil Gas
- -------- ----- ----- --- ------ ----- -----
III-A 169 79 90 10.14 2.39 7.76
III-B 142 70 72 6.68 3.09 3.59
III-C 166 63 103 19.83 11.19 8.64
III-D 170 115 55 10.90 6.00 4.90
III-E 220 93 127 24.51 6.89 17.62
III-F 373 280 93 15.82 7.62 8.20
III-G 1,391 1,015 376 10.39 5.93 4.46
- ----------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
(2) As used in this Annual Report, "gross well" refers to a well in which a
working interest is owned; accordingly, the number of gross wells is the
total number of wells in which a working interest is owned.
(3) As used in this Annual Report, "net well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one gross well, but 0.15 net well.
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Drilling Activities
During the year ended December 31, 2001, the Partnerships participated in the
developmental drilling activities described below. The Partnerships do not own
working interests in these wells; therefore, they did not incur any costs
associated with the drilling activity:
County/ Revenue
P/ship Well Name Parish St. Interest Type Status
- ------ --------- ------ --- -------- ---- ---------
III-A Plumtree No. 5-7 Washita OK .00050 Gas Producing
Clayton No. 8-9 Washita OK .00353 Gas Producing
Martinez, D.S.
No. 7 Webb TX .00749 Gas Producing
III-B Plumtree No. 5-7 Washita OK .00033 Gas Producing
Clayton No. 8-9 Washita OK .00233 Gas Producing
Martinez, D.S.
No. 7 Webb TX .00349 Gas Producing
III-C Green No. 4-1A Washita OK .00088 Gas Producing
Newton Smith
No. 3-16 Pittsburg OK .00185 Gas Producing
Martinez, D.S.
No. 7 Webb TX .00145 Gas Producing
III-D Green No. 4-1A Washita OK .00013 Gas Producing
Newton Smith
No. 3-16 Pittsburg OK .00027 Gas Producing
III-E Hay Reservoir
Unit No. 76 Sweetwater WY .00261 Gas Producing
Hay Reservoir
Unit No. 77 Sweetwater WY .00261 Gas Producing
Hay Reservoir
Unit No. 6R Sweetwater WY .00261 Gas Producing
3 Tec Energy
Corp. No. 1 Terreboone LA .00552 Gas Producing
Kay Estes No. 6 Edwards TX .00252 Gas Producing
III-F Hay Reservoir
Unit No. 76 Sweetwater WY .00219 Gas Producing
Hay Reservoir
Unit No. 77 Sweetwater WY .00219 Gas Producing
Hay Reservoir
Unit No. 6R Sweetwater WY .00219 Gas Producing
3 Tec Energy
Corp. No. 1 Terrebonne LA .00464 Gas Producing
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County/ Revenue
P/ship Well Name Parish St. Interest Type Status
- ------ --------- ------ --- -------- ---- ---------
III-G Hay Reservoir
Unit No. 76 Sweetwater WY .00109 Gas Producing
Hay Reservoir
Unit No. 77 Sweetwater WY .00109 Gas Producing
Hay Reservoir
Unit No. 6R Sweetwater WY .00109 Gas Producing
3 Tec Energy
Corp. No. 1 Terrebonne LA .00231 Gas Producing
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the following tables, direct operating expenses include
lease operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
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Net Production Data
III-A Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 82,520 49,908 35,784
Gas (Mcf) 791,697 678,985 665,717
Oil and gas sales:
Oil $2,030,557 $1,454,983 $ 605,903
Gas 3,394,606 2,656,278 1,466,078
--------- --------- ---------
Total $5,425,163 $4,111,261 $2,071,981
========= ========= =========
Total direct operating
expenses $1,020,090 $ 853,211 $ 585,757
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 18.8% 20.8% 28.3%
Average sales price:
Per barrel of oil $24.61 $29.15 $16.93
Per Mcf of gas 4.29 3.91 2.20
Direct operating expenses
per equivalent Bbl of
oil $4.76 $ 5.23 $ 3.99
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Net Production Data
III-B Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 58,965 40,544 33,676
Gas (Mcf) 400,249 326,603 299,745
Oil and gas sales:
Oil $1,457,455 $1,185,213 $ 598,881
Gas 1,689,008 1,277,225 660,854
--------- --------- ---------
Total $3,146,463 $2,462,438 $1,259,735
========= ========= =========
Total direct operating
expenses $ 630,746 $ 525,281 $ 346,919
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 20.0% 21.3% 27.5%
Average sales price:
Per barrel of oil $24.72 $29.23 $17.78
Per Mcf of gas 4.22 3.91 2.20
Direct operating expenses
per equivalent Bbl of
oil $ 5.02 $ 5.53 $ 4.15
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Net Production Data
III-C Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 14,973 19,431 23,931
Gas (Mcf) 935,377 994,305 997,209
Oil and gas sales:
Oil $ 382,250 $ 572,001 $ 428,466
Gas 3,988,865 3,578,430 2,018,358
--------- --------- ---------
Total $4,371,115 $4,150,431 $2,446,824
========= ========= =========
Total direct operating
expenses $ 980,377 $ 978,824 $ 551,030
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.4% 23.6% 22.5%
Average sales price:
Per barrel of oil $25.53 $29.44 $17.90
Per Mcf of gas 4.26 3.60 2.02
Direct operating expenses
per equivalent Bbl of
oil $ 5.74 $ 5.29 $ 2.90
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Net Production Data
III-D Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 27,570 31,388 36,148
Gas (Mcf) 561,664 629,117 716,804
Oil and gas sales:
Oil $ 610,171 $ 837,978 $ 562,513
Gas 2,302,188 2,257,213 1,444,730
--------- --------- ---------
Total $2,912,359 $3,095,191 $2,007,243
========= ========= =========
Total direct operating
expenses $ 914,671 $ 895,563 $ 704,051
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 31.4% 28.9% 35.1%
Average sales price:
Per barrel of oil $22.13 $26.70 $15.56
Per Mcf of gas 4.10 3.59 2.02
Direct operating expenses
per equivalent Bbl of
oil $ 7.55 $ 6.57 $ 4.52
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Net Production Data
III-E Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ----------- ----------
Production:
Oil (Bbls) 162,557 183,876 205,197
Gas (Mcf) 1,226,795 1,526,586 1,856,697
Oil and gas sales:
Oil $3,486,759 $ 4,822,734 $3,146,395
Gas 4,751,785 5,654,292 3,900,054
--------- ---------- ---------
Total $8,238,544 $10,477,026 $7,046,449
========= ========== =========
Total direct operating
expenses $3,511,241 $ 3,652,507 $3,957,399
========= ========== =========
Direct operating expenses
as a percentage of oil
and gas sales 42.6% 34.9% 56.2%
Average sales price:
Per barrel of oil $21.45 $26.23 $15.33
Per Mcf of gas 3.87 3.70 2.10
Direct operating expenses
per equivalent Bbl of
oil $ 9.57 $ 8.33 $ 7.69
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Net Production Data
III-F Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 27,090 43,620 55,619
Gas (Mcf) 621,792 654,833 732,832
Oil and gas sales:
Oil $ 603,765 $1,242,912 $ 916,715
Gas 2,330,535 2,194,409 1,397,731
--------- --------- ---------
Total $2,934,300 $3,437,321 $2,314,446
========= ========= =========
Total direct operating
expenses $ 891,493 $ 867,235 $ 926,110
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 30.4% 25.2% 40.0%
Average sales price:
Per barrel of oil $22.29 $28.49 $16.48
Per Mcf of gas 3.75 3.35 1.91
Direct operating expenses
per equivalent Bbl of
oil $ 6.82 $ 5.68 $ 5.21
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Net Production Data
III-G Partnership
-----------------
Year Ended December 31,
-------------------------------------
2001 2000 1999
---------- ---------- ----------
Production:
Oil (Bbls) 20,694 32,013 40,292
Gas (Mcf) 326,795 333,031 409,664
Oil and gas sales:
Oil $ 466,717 $ 912,320 $ 661,957
Gas 1,233,341 1,138,070 777,743
--------- --------- ---------
Total $1,700,058 $2,050,390 $1,439,700
========= ========= =========
Total direct operating
expenses $ 547,716 $ 552,240 $ 593,911
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 32.2% 26.9% 41.3%
Average sales price:
Per barrel of oil $22.55 $28.50 $16.43
Per Mcf of gas 3.77 3.42 1.90
Direct operating expenses
per equivalent Bbl of
oil $ 7.29 $ 6.31 $ 5.47
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 2001. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad valorem taxes, and operating expenses) and
estimated future development
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costs, discounted at 10% per annum. Net present value attributable to the
Partnerships' proved reserves was calculated on the basis of current costs and
prices at December 31, 2001. Such prices were not escalated except in certain
circumstances where escalations were fixed and readily determinable in
accordance with applicable contract provisions. Oil and gas prices at December
31, 2001 were substantially lower than the very high prices in effect on
December 31, 2000. This decrease in oil and gas prices has caused the estimates
of remaining economically recoverable reserves, as well as the values placed on
said reserves, at December 31, 2001 to be significantly lower than such
estimates and values at December 31, 2000. The prices used in calculating the
net present value attributable to the Partnerships' proved reserves do not
necessarily reflect market prices for oil and gas production subsequent to
December 31, 2001. There can be no assurance that the prices used in calculating
the net present value of the Partnerships' proved reserves at December 31, 2001
will actually be realized for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2001(1)
III-A Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,021,761
Oil and liquids (Bbls) 191,786
Net present value (discounted at
10% per annum) $7,359,380
-20-
III-B Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 1,851,831
Oil and liquids (Bbls) 134,902
Net present value (discounted at
10% per annum) $4,018,544
III-C Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 5,132,032
Oil and liquids (Bbls) 85,153
Net present value (discounted at
10% per annum) $5,806,578
III-D Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 2,948,537
Oil and liquids (Bbls) 197,373
Net present value (discounted at
10% per annum) $3,441,581
III-E Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 8,834,436
Oil and liquids (Bbls) 1,125,061
Net present value (discounted at
10% per annum) $9,759,825
III-F Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,615,852
Oil and liquids (Bbls) 214,415
Net present value (discounted at
10% per annum) $4,841,085
-21-
III-G Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 2,481,383
Oil and liquids (Bbls) 181,964
Net present value (discounted at
10% per annum) $2,809,904
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports which were prepared
by the General Partner and reviewed by Ryder Scott.
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each Partnership's
total wells which are operated by affiliates of the Partnerships as of December
31, 2001:
Operated Wells
------------------------------------------
Partnership Number Percent
----------- ------ -------
III-A 20 9%
III-B 6 3%
III-C 98 24%
III-D 90 24%
III-E 38 16%
III-F 24 6%
III-G 44 3%
The following tables set forth certain well and reserve information as of
December 31, 2001 for the basins in which the Partnerships own a significant
amount of oil and gas properties. The tables contain the following information
for each significant basin: (i) the number of gross wells and net wells, (ii)
the number of wells in which only a non-working interest is owned, (iii) the
Partnership's total number of wells, (iv) the number of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii)
-22-
the present value (discounted at 10% per annum) of estimated future net cash
flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Las Animas Arch Basin straddles east Colorado and northwest Kansas. Southern
Oklahoma contains the Southern Oklahoma Folded Belt Basin. The Jay-Little
Escambia Creek Field Unit is located in Santa Rosa County, Florida, while the
Green River Basin is located in southern Wyoming and northwest Colorado.
-23-
Significant Properties as of December 31, 2001
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- -------- --------- ----------
III-A Partnership:
Gulf Coast 44 3.27 46 90 5 6% 183,301 2,116,319 $5,307,342
Anadarko 30 2.04 12 42 13 31% 3,753 1,449,526 1,662,282
III-B Partnership:
Gulf Coast 41 1.71 46 87 2 2% 120,028 1,168,794 $3,205,539
Anadarko 37 2.52 8 45 3 7% 12,575 440,627 605,943
III-C Partnership:
Anadarko 53 5.98 58 111 25 23% 18,537 2,940,169 $3,476,996
Southern Okla.
Folded Belt 36 7.28 9 45 21 47% 56,649 1,428,323 1,589,683
III-D Partnership:
Anadarko 31 3.32 58 89 25 28% 4,041 2,510,717 $2,555,317
Jay Field 79 .52 - 79 - - 143,530 249,891 348,048
- ---------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.
-24-
Significant Properties as of December 31, 2001
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- --------- ---------- -----------
III-E Partnership:
Green River 53 4.13 8 61 - - 19,967 3,802,384 $3,137,303
Jay Field 79 3.68 - 79 - - 1,024,338 1,678,583 2,650,410
Gulf Coast 32 3.13 7 39 2 5% 9,960 1,068,033 1,355,757
East Texas 3 1.06 1 4 3 75% 2,189 972,526 1,059,486
III-F Partnership:
Green River 53 3.47 8 61 - - 16,767 3,122,675 $2,630,946
Anadarko 25 5.39 1 26 21 81% 17,164 968,229 817,401
III-G Partnership:
Green River 53 1.72 8 61 - - 8,327 1,553,558 $1,313,076
Anadarko 44 3.15 6 50 35 70% 10,918 564,771 468,566
Las Animas Arch 66 1.14 - 66 - - 60,222 - 293,022
- --------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates of the Partnerships.
-25-
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
oil and gas properties. Record title to all of the Partnerships' properties is
held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of
the General Partner.
Title to the Partnerships' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
To the knowledge of the General Partner, neither the General Partner nor
the Partnerships or their properties are subject to any litigation, the results
of which would have a material effect on the Partnerships' or the General
Partner's financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2001.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of February 1, 2002, the number of Units outstanding and the
approximate number of Limited Partners of record in the Partnerships were as
follows:
Number of Number of
Partnership Units Limited Partners
----------- --------- ----------------
III-A 263,976 1,239
III-B 138,336 716
III-C 244,536 1,171
III-D 131,008 621
III-E 418,266 1,956
III-F 221,484 1,032
III-G 121,925 540
-26-
Units were initially sold for a price of $100. Units are not traded on any
exchange and there is no public trading market for them. The General Partner is
aware of certain transfers of Units between unrelated parties, some of which are
facilitated by secondary trading firms and matching services. In addition, as
further described below, the General Partner is aware of certain "4.9% Tender
Offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to the Limited
Partners and extraordinary events. The following table sets forth the General
Partner's repurchase offer per Unit as of the periods indicated. For purpose of
this Annual Report, a Unit represents an initial subscription of $100 to a
Partnership.
Repurchase Offer Prices
-----------------------
2000 2001 2002
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
III-A $11 $10 $16 $13 $10 $ 5 $21 $17 $14
III-B 10 9 15 13 9 5 20 17 13
III-C 12 11 19 16 12 7 20 17 16
III-D 13 11 22 18 14 7 23 20 19
III-E 17 14 23 19 15 11 27 24 24
III-F 13 11 19 17 14 10 24 22 22
III-G 13 11 21 18 15 11 25 23 22
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
-27-
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2000, 2001, and the first quarter of 2002:
Cash Distributions
-----------------
2000
------------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ------ ------- ------- -------
III-A $1.01 $1.38 $1.57 $2.46
III-B 1.32 1.59 1.78 2.65
III-C 1.74 1.73 2.04 2.94
III-D 2.56 2.34 4.18 4.13
III-E 3.04 2.81 6.13 3.75
III-F 2.87 1.95 2.53 2.24
III-G 3.37 2.03 2.94 2.59
2001 2002
------------------------------------------ -------
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr
------ ------ ------- ------- ------- -------
III-A $3.33 $4.57 $3.38 $3.38 $3.20
III-B 3.48 4.42 3.27 3.27 3.48
III-C 3.62 5.73 4.38 2.63 1.35
III-D 4.26 6.81 5.14 3.15 .75
III-E 3.78 4.84 4.00 2.19 -
III-F 3.31 3.91 4.77 1.63 .64
III-G 3.47 3.90 5.04 1.55 .81
-28-
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements of the
Partnerships and the respective notes thereto, included elsewhere in this Annual
Report. See "Item 8. Financial Statements and Supplementary Data."
-29-
Selected Financial Data
III-A Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $5,425,163 $4,111,261 $2,071,891 $2,029,797 $3,328,634
Net Income:
Limited Partners 3,211,072 2,424,492 717,149 628,357 33,066
General Partner 405,019 275,300 54,650 53,190 98,919
Total 3,616,091 2,699,792 771,799 681,547 131,985
Limited Partners' Net
Income per Unit 12.16 9.18 2.72 2.38 .13
Limited Partners' Cash
Distributions per
Unit 14.66 6.42 3.30 6.06 11.11
Total Assets 3,086,819 3,585,623 2,793,806 2,984,008 3,916,891
Partners' Capital
(Deficit):
Limited Partners 2,927,287 3,587,215 2,857,723 3,011,574 3,985,217
General Partner ( 114,834) ( 132,196) ( 194,823) ( 197,325) ( 198,271)
Number of Units
Outstanding 263,976 263,976 263,976 263,976 263,976
-30-
Selected Financial Data
III-B Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,146,463 $2,462,438 $1,259,735 $1,201,418 $1,972,122
Net Income:
Limited Partners 1,701,127 1,364,829 417,755 374,539 223,228
General Partner 348,971 264,081 110,131 108,544 60,762
Total 2,050,098 1,628,910 527,886 483,083 283,990
Limited Partners' Net
Income per Unit 12.30 9.87 3.02 2.71 1.61
Limited Partners' Cash
Distributions per
Unit 14.44 7.34 3.27 6.82 12.35
Total Assets 1,830,746 2,069,748 1,690,316 1,717,863 2,248,586
Partners' Capital
(Deficit):
Limited Partners 1,741,074 2,037,947 1,687,118 1,721,363 2,291,824
General Partner ( 67,276) ( 38,756) ( 79,362) ( 85,016) ( 97,840)
Number of Units
Outstanding 138,336 138,336 138,336 138,336 138,336
-31-
Selected Financial Data
III-C Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $4,371,115 $4,150,431 $2,446,824 $2,447,005 $3,071,851
Net Income (Loss):
Limited Partners 2,653,485 2,554,851 1,053,071 1,094,816 ( 196,027)
General Partner 163,926 143,251 75,430 87,868 86,436
Total 2,817,411 2,698,102 1,128,501 1,182,684 ( 109,591)
Limited Partners' Net
Income (Loss) per
Unit 10.85 10.45 4.31 4.48 ( .80)
Limited Partners' Cash
Distributions per
Unit 16.36 8.45 4.98 8.50 9.06
Total Assets 2,627,295 3,949,266 3,447,965 3,572,389 4,567,928
Partners' Capital
(Deficit):
Limited Partners 2,507,219 3,854,734 3,364,883 3,531,812 4,512,996
General Partner ( 175,495) ( 152,824) ( 168,448) ( 179,285) ( 171,438)
Number of Units
Outstanding 244,536 244,536 244,536 244,536 244,536
-32-
Selected Financial Data
III-D Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,912,359 $3,095,191 $2,007,243 $1,789,571 $2,335,545
Net Income (Loss):
Limited Partners 1,630,013 1,893,355 870,221 ( 84,498) 35,530
General Partner 107,057 109,411 55,068 38,462 54,213
Total 1,737,070 2,002,766 925,289 ( 46,036) 89,743
Limited Partners' Net
Income (Loss) per
Unit 12.44 14.45 6.64 ( .64) .27
Limited Partners' Cash
Distributions per
Unit 19.36 13.21 5.87 7.88 10.33
Total Assets 1,157,930 1,987,262 1,810,172 1,687,823 2,890,862
Partners' Capital
(Deficit):
Limited Partners 872,824 1,779,811 1,618,456 1,518,235 2,636,733
General Partner ( 72,956) ( 58,871) ( 66,221) ( 73,501) ( 62,091)
Number of Units
Outstanding 131,008 131,008 131,008 131,008 131,008
-33-
Selected Financial Data
III-E Partnership
-----------------
2001 2000 1999 1998 1997
------------- ------------ ------------ ------------- -------------
Oil and Gas Sales $8,238,544 $10,477,026 $7,046,449 $6,400,589 $ 9,041,809
Net Income (Loss):
Limited Partners 3,744,610 6,952,136 2,016,127 ( 3,260,925) ( 219,259)
General Partner 261,289 378,449 124,846 57,256 158,394
Total 4,005,899 7,330,585 2,140,973 ( 3,203,669) ( 60,865)
Limited Partners' Net
Income (Loss) per
Unit 8.95 16.62 4.82 ( 7.80) ( .52)
Limited Partners' Cash
Distributions per
Unit 14.81 15.73 2.62 7.35 10.29
Total Assets 3,768,636 6,138,734 5,742,231 4,621,412 11,397,387
Partners' Capital
(Deficit):
Limited Partners 2,960,175 5,410,565 5,037,429 4,117,302 10,449,227
General Partner ( 286,758) ( 240,721) ( 259,526) ( 275,783) ( 209,050)
Number of Units
Outstanding 418,266 418,266 418,266 418,266 418,266
-34-
Selected Financial Data
III-F Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,934,300 $3,437,321 $2,314,446 $2,149,193 $2,991,450
Net Income (Loss):
Limited Partners 1,782,241 2,142,067 801,095 ( 5,324) ( 2,273,148)
General Partner 103,349 125,735 59,101 29,041 32,514
Total 1,885,590 2,267,802 860,196 23,717 ( 2,240,634)
Limited Partners' Net
Income (Loss)
per Unit 8.05 9.67 3.62 ( .02) ( 10.26)
Limited Partners' Cash
Distributions per
Unit 13.62 9.59 2.23 5.34 7.15
Total Assets 2,369,806 3,638,555 3,689,702 3,533,814 4,752,817
Partners' Capital
(Deficit):
Limited Partners 2,359,221 3,593,980 3,575,913 3,268,818 4,454,142
General Partner ( 161,655) ( 135,914) ( 154,318) ( 164,221) ( 146,427)
Number of Units
Outstanding 221,484 221,484 221,484 221,484 221,484
-35-
Selected Financial Data
III-G Partnership
-----------------
2001 2000 1999 1998 1997
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,700,058 $2,050,390 $1,439,700 $1,272,575 $1,845,264
Net Income (Loss):
Limited Partners 1,036,655 1,359,105 588,182 ( 308,749) ( 1,136,965)
General Partner 59,655 77,940 39,264 13,093 22,672
Total 1,096,310 1,437,045 627,446 ( 295,656) ( 1,114,293)
Limited Partners' Net
Income (Loss)
per Unit 8.50 11.15 4.82 ( 2.53) ( 9.33)
Limited Partners' Cash
Distributions per
Unit 13.96 10.93 2.50 5.95 7.80
Total Assets 1,336,030 2,017,325 2,001,438 1,817,470 2,873,056
Partners' Capital
(Deficit):
Limited Partners 1,318,015 1,982,360 1,956,255 1,672,073 2,707,822
General Partner ( 93,950) ( 79,337) ( 91,045) ( 99,974) ( 85,608)
Number of Units
Outstanding 121,925 121,925 121,925 121,925 121,925
-36-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
General Discussion
The following general discussion should be read in conjunction with the
analysis of results of operations provided below. The Partnerships' revenues,
net income or loss, cash flows, carrying value of oil and gas properties, and
amount of oil and gas which can be economically produced depend substantially
upon the prevailing prices for oil and gas. Oil and gas prices (and consequently
the Partnerships' profitability) depend on a number of factors which are beyond
the control of the Partnerships. These factors include worldwide political
instability and terrorist activities (especially in oil-producing regions),
United Nations export embargoes, the supply and price of foreign imports of oil
and gas, the level of consumer product demand (which can be heavily influenced
by weather patterns), the level of domestic oil and gas production, government
regulations and taxes, the price and availability of alternative fuels, the
overall economic environment, and the availability and capacity of
transportation and processing facilities. The effect of these
-37-
factors on future oil and gas industry trends cannot be accurately predicted or
anticipated. In addition, the domestic oil and gas industry is highly
competitive, with a large number of companies and individuals engaged in the
exploration and development of oil and gas properties. Predicting future prices
is not possible. Concerning past trends, oil and gas prices in the United States
have been highly volatile for many years.
Over the past ten years average yearly wellhead gas prices have generally
been in the $1.50 to $2.50 per Mcf range. Due to unusual supply and demand
circumstances gas prices in late 2000 and early 2001 rose to a level not seen
since the early 1980s. Recent economic trends and the supply/demand ratio have
caused natural gas prices to decline significantly. Substantially all of the
Partnerships' gas reserves are being sold on the "spot market." Prices on the
spot market are subject to wide seasonal and regional pricing fluctuations due
to the highly competitive nature of the spot market. In addition, such spot
market sales are generally short-term in nature and are dependent upon the
obtaining of transportation services provided by pipelines. Spot prices for the
Partnerships' gas decreased from approximately $6.03 per Mcf at December 31,
2000 to approximately $2.65 per Mcf at December 31, 2001. Such prices were on an
MMBTU basis and differ from the prices actually received by the Partnerships due
to transportation and marketing costs, BTU adjustments, and regional price and
quality differences.
For the past ten years, average oil prices have generally been in the
$16.00 to $24.00 per barrel range, but have been extremely volatile over the
past three years. Due to global consumption and supply trends as well as a
slowdown in Asian energy demand, oil prices in late 1997 and early 1998 reached
historically low levels, dropping to as low as approximately $9.25 per barrel.
The current oil price range between the mid teens and low twenties is somewhat
dependent on production curtailment agreements among major oil producing
nations. Prices for the Partnerships' oil decreased from approximately $27.52
per barrel at December 31, 2000 to approximately $16.75 per barrel at December
31, 2001.
Future prices for both oil and gas will likely be different from the
prices in effect on December 31, 2001. Due to the many factors and uncertainties
discussed above, it is impossible to accurately predict whether future oil and
gas prices will (i) stabilize, (ii) increase, or (iii) decrease.
As discussed in the "Results of Operations" section below, volumes of oil
and gas sold also significantly affect the Partnerships' revenues. Oil and gas
wells generally produce the most oil or gas in the earlier years of their lives
and, as production continues, the rate of production naturally declines. At some
point, production physically ceases or becomes no longer economic. The
Partnerships are not acquiring additional oil and gas properties, and the
existing properties are not experiencing
-38-
significant additional production through drilling or other capital projects.
Therefore, volumes of oil and gas produced naturally decline from year to year.
While it is difficult for management to predict future production from these
properties, it is likely that this general trend of declining production will
continue.
Despite this general trend of declining production, several factors can
cause the volumes of oil and gas sold to increase or decrease at an even greater
rate over a given period. These factors include, but are not limited to, (i)
geophysical conditions which cause an acceleration of the decline in production,
(ii) the shutting in of wells (or the opening of previously shut-in wells) due
to low oil and gas prices, mechanical difficulties, loss of a market or
transportation, or performance of workovers, recompletions, or other operations
in the well, (iii) prior period volume adjustments (either positive or negative)
made by the operator or purchasers of the production, (iv) ownership adjustments
in accordance with agreements governing the operation or ownership of the well
(such as adjustments that occur at payout), and (v) completion of enhanced
recovery projects which increase production for the well. Many of these factors
are very significant as related to a single well or as related to many wells
over a short period of time. However, due to the large number of wells owned by
the Partnerships, these factors are generally not material as compared to the
normal decline in production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnerships' results of operations for the year ended
December 31, 2001 as compared to the year ended December 31, 2000, and for the
year ended December 31, 2000 as compared to the year ended December 31, 1999.
-39-
III-A Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $1,313,902 (32.0%) in 2001 as compared
to 2000. Of this increase, approximately (i) $951,000 and $441,000,
respectively, were related to increases in volumes of oil and gas sold and (ii)
$297,000 was related to an increase in the average price of gas sold. These
increases were partially offset by a decrease of approximately $375,000 related
to a decrease in the average price of oil sold. Volumes of oil and gas sold
increased 32,612 barrels and 112,712 Mcf, respectively, in 2001 as compared to
2000. The increase in volumes of oil sold was primarily due to increased
production on several wells due to the successful recompletion of those wells
during 2001. The increase in volumes of gas sold was primarily due to (i) a
successful completion of a new well during mid 2000 and (ii) increased
production on two other significant wells due to the successful recompletion of
those wells during 2001. Average oil prices decreased to $24.61 per barrel in
2001 from $29.15 per barrel in 2000. Average gas prices increased to $4.29 per
Mcf in 2001 from $3.91 per Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $166,879 (19.6%) in 2001 as compared to 2000. This
increase was primarily due to (i) an increase in lease operating expenses
associated with the increases in volumes of oil and gas sold and (ii) an
increase in production taxes associated with the increase in oil and gas sales.
These increases were partially offset by workover expenses incurred on three
significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 18.8% in 2001 from 20.8% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
increased $241,519 (86.9%) in 2001 as compared to 2000. This increase was
primarily due to (i) two significant wells being fully depleted in 2001 due to
the lack of remaining economically recoverable reserves and (ii) the increases
in volumes of oil and gas sold. These increases were partially offset by upward
revisions in the estimates of remaining oil reserves at December 31, 2001. As a
percentage of oil and gas sales, this expense increased to 9.6% in 2001 from
6.8% in 2000. This percentage increase was primarily due to the dollar increase
in depreciation, depletion, and amortization.
General and administrative expenses decreased $5,501 (1.8%) in 2001 as
compared to 2000. As a percentage of oil and gas
-40-
sales, these expenses decreased to 5.7% in 2001 from 7.6% in 2000. This
percentage decrease was primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2001 totaling $31,603,701 or 119.72% of Limited Partner's capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $2,039,280 (98.4%) in 2000 as compared
to 1999. Of this increase, approximately $610,000 and $1,161,000, respectively,
were related to increases in the average prices of oil and gas sold and
approximately $239,000 was related to an increase in volumes of oil sold.
Volumes of oil and gas sold increased 14,124 barrels and 13,268 Mcf,
respectively, in 2000 as compared to 1999. The increase in volumes of oil sold
was primarily due to increased production in 2000 on three significant wells due
to successful workovers. Average oil and gas prices increased to $29.15 per
barrel and $3.91 per Mcf, respectively, in 2000 from $16.93 per barrel and $2.20
per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $267,454 (45.7%) in 2000 as compared to 1999. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
three significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 20.8% in 2000 from 28.3% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $136,279 (32.9%) in 2000 as compared to 1999. This decrease was
primarily due to significant upward revisions in estimates of remaining oil and
gas reserves at December 31, 2000, which decrease was partially offset by the
increases in volumes of oil and gas sold. As a percentage of oil and gas sales,
this expense decreased to 6.8% in 2000 from 20.0% in 1999. This percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in depreciation, depletion and amortization.
General and administrative expenses remained relatively constant in 2000
as compared to 1999. As a percentage of oil and gas sales, these expenses
decreased to 7.6% in 2000 from 15.0% in 1999. This percentage decrease was
primarily due to the increase in oil and gas sales.
-41-
The III-A Partnership achieved payout during the second quarter of 2000.
After payout, operations and revenues for the III-A Partnership are allocated
using after payout percentages. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
III-B Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $684,025 (27.8%) in 2001 as compared to
2000. Of this increase, approximately (i) $538,000 and $288,000, respectively,
were related to increases in volumes of oil and gas sold and (ii) $124,000 was
related to an increase in the average price of gas sold. These increases were
partially offset by a decrease of approximately $266,000 related to a decrease
in the average price of oil sold. Volumes of oil and gas sold increased 18,421
barrels and 73,646 Mcf, respectively, in 2001 as compared to 2000. The increase
in volumes of oil sold was primarily due to increased production on several
wells due to the successful recompletion of those wells during 2001. The
increase in volumes of gas sold was primarily due to (i) a successful completion
of a new well during mid 2000 and (ii) increased production on two other
significant wells due to the successful recompletion of those wells during 2001.
Average oil prices decreased to $24.72 per barrel in 2001 from $29.23 per barrel
in 2000. Average gas prices increased to $4.22 per Mcf in 2001 from $3.91 per
Mcf in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $105,465 (20.1%) in 2001 as compared to 2000. This
increase was primarily due to (i) an increase in lease operating expenses
associated with the increases in volumes of oil and gas sold and (ii) an
increase in production taxes associated with the increase in oil and gas sales.
These increases were partially offset by workover expenses incurred on three
significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 20.0% in 2001 from 21.3% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
increased $157,596 (100.5%) in 2001 as compared to 2000. This increase was
primarily due to the (i) two significant wells being fully depleted in 2001 due
to the lack of remaining economically recoverable reserves and (ii) the
increases in volumes of oil and gas sold. As a percentage of oil and gas sales,
this expense increased to 10.0% in 2001 from 6.4% in 2000. This percentage
increase was primarily due to the dollar increase
-42-
in depreciation, depletion, and amortization.
General and administrative expenses increased $4,514 (2.7%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, this percentage
decreased to 5.4% in 2001 from 6.7% in 2000. This percentage decrease was
primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2001 totaling $18,126,353 or 131.03% of Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $1,202,703 (95.5%) in 2000 as compared
to 1999. Of this increase, approximately $464,000 and $557,000, respectively,
were related to increases in the average prices of oil and gas sold and
approximately $122,000 was related to an increase in volumes of oil sold.
Volumes of oil and gas sold increased 6,868 barrels and 26,858 Mcf,
respectively, in 2000 as compared to 1999. The increase in volumes of oil sold
was primarily due to increased production in 2000 on three significant wells due
to successful workovers. Average oil and gas prices increased to $29.23 per
barrel and $3.91 per Mcf, respectively, in 2000 from $17.78 per barrel and $2.20
per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $178,362 (51.4%) in 2000 as compared to 1999. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales and (ii) workover expenses incurred on
three significant wells during 2000. As a percentage of oil and gas sales, these
expenses decreased to 21.3% in 2000 from 27.5% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $69,877 (30.8%) in 2000 as compared to 1999. This decrease was
primarily due to significant upward revisions in estimates of remaining oil and
gas reserves at December 31, 2000, which decrease was partially offset by the
increases in volumes of oil and gas sold. As a percentage of oil and gas sales,
this expense decreased to 6.4% in 2000 from 18.0% in 1999. This percentage
decrease was primarily due to the increases in the average prices of oil and gas
sold and the dollar decrease in depreciation, depletion and amortization.
General and administrative expenses increased $2,292 (1.4%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 6.7% in 2000 from 13.0% in
-43-
1999. This percentage decrease was primarily due to the increase in oil and gas
sales.
III-C Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales increased $220,684 (5.3%) in 2001 as compared to
2000. Of this increase, approximately $623,000 was related to an increase in the
average price of gas sold. This increase was partially offset by decreases of
approximately (i) $131,000 and $212,000, respectively, related to decreases in
volumes of oil and gas sold and (ii) $59,000 related to a decrease in the
average price of oil sold. Volumes of oil and gas sold decreased 4,458 barrels
and 58,928 Mcf, respectively, in 2001 as compared to 2000. The decrease in
volumes of oil sold was primarily due to normal declines in production. Average
oil prices decreased to $25.53 per barrel in 2001 from $29.44 per barrel in
2000. Average gas prices increased to $4.26 per Mcf in 2001 from $3.60 per Mcf
in 2000.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2001 as compared to 2000. As a
percentage of oil and gas sales, these expenses decreased to 22.4% in 2001 from
23.6% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
increased $86,073 (30.2%) in 2001 as compared to 2000. This increase was
primarily due to two significant wells being fully depleted in 2001 due to the
lack of remaining economically recoverable reserves. This increase was partially
offset by a decrease in volumes of oil and gas sold. As a percentage of oil and
gas sales, this expense increased to 8.5% in 2001 from 6.9% in 2000. This
percentage increase was primarily due to the dollar increase in depreciation,
depletion, and amortization.
General and administrative expenses decreased $3,971 (1.4%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses decreased
to 6.6% in 2001 from 7.0% in 2000.
The III-C Partnership achieved payout during the fourth quarter of 2001.
After payout, operations and revenues for the III-C Partnership have been and
will be allocated using after payout percentages. After payout percentages
allocate operating income and expenses 10% to the General Partner and 90% to the
Limited Partners. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.
-44-
The Limited Partners have received cash distributions through December 31, 2001
totaling $24,505,795 or 100.21% of Limited Partners' capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $1,703,607 (69.6%) in 2000 as compared
to 1999. Of this increase, approximately $224,000 and $1,566,000, respectively,
were related to increases in the average prices of oil and gas sold. Volumes of
oil and gas sold decreased 4,500 barrels and 2,904 Mcf, respectively, in 2000 as
compared to 1999. The decrease in volumes of oil sold was primarily due to
normal declines in production. The decrease in volumes of gas sold was primarily
due to normal declines in production, which decrease was substantially offset by
(i) positive prior period volume adjustments made by the purchasers on two
significant wells in 2000 and (ii) increased production on another significant
well during 2000 due to a successful workover. Average oil and gas prices
increased to $29.44 per barrel and $3.60 per Mcf, respectively, in 2000 from
$17.90 per barrel and $2.02 per Mcf, respectively, in 1999.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $427,794 (77.6%) in 2000 as compared to 1999. This
increase was primarily due to (i) a positive prior period lease operating
expense adjustment on one significant well during 2000, (ii) an increase in
production taxes associated with the increase in oil and gas sales, and (iii) a
negative prior period lease operating expense adjustment on one significant well
during 1999. As a percentage of oil and gas sales, these expenses increased to
23.6% in 2000 from 22.5% in 1999.
Depreciation, depletion, and amortization of oil and gas properties
decreased $206,746 (42.0%) in 2000 as compared to 1999. This decrease was
primarily due to significant upward revisions in estimates of remaining gas
reserves at December 31, 2000. As a percentage of oil and gas sales, this
expense decreased to 6.9% in 2000 from 20.1% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold and
the dollar decrease in depreciation, depletion, and amortization.
General and administrative expenses remained relatively constant in 2000
as compared to 1999. As a percentage of oil and gas sales, these expenses
decreased to 7.0% in 2000 from 11.8% in 1999. This percentage decrease was
primarily due to the increase in oil and gas sales.
-45-
III-D Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $182,832 (5.9%) in 2001 as compared to
2000. Of this decrease, approximately $102,000 and $242,000, respectively, were
related to decreases in volumes of oil and gas sold and approximately $126,000
was related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $287,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 3,818
barrels and 67,453 Mcf, respectively, in 2001 as compared to 2000. The decreases
in volumes of oil and gas sold were primarily due to normal declines in
production. Average oil prices decreased to $22.13 per barrel in 2001 from
$26.70 per barrel in 2000. Average gas prices increased to $4.10 per Mcf in 2001
from $3.59 per Mcf in 2000.
The III-D Partnership sold certain oil and gas properties during 2001 and
recognized a $7,258 gain on such sales. Sales of oil and gas properties during
2000 resulted in the III-D Partnership recognizing similar gains of $203,942.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $19,108 (2.1%) in 2001 as compared to 2000. As a
percentage of oil and gas sales, these expenses increased to 31.4% in 2001 from
28.9% in 2000.
Depreciation, depletion, and amortization of oil and gas properties
decreased $140,534 (52.8%) in 2001 as compared to 2000. This decrease was
primarily due to (i) one significant well being fully depleted in 2000 due to
the lack of remaining economically recoverable reserves and (ii) the decreases
in volumes of oil and gas sold. As a percentage of oil and gas sales, this
expense decreased to 4.3% in 2001 from 8.6% in 2000. This percentage decrease
was primarily due to the dollar decrease in depreciation, depletion, and
amortization.
General and administrative expenses increased $5,056 (3.2%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.6% in 2001 from 5.1% in 2000.
The III-D Partnership achieved payout during the third quarter of 2001.
After payout, operations and revenues for the III-D Partnership have been and
will be allocated using after payout percentages. After payout percentages
allocate operating income and expenses 10% to the General Partner and 90% to the
Limited Partners. Before payout, operating income and expenses were allocated 5%
to the General Partner and 95% to the Limited Partners.
-46-
The Limited Partners have received cash distributions through December 31,
2001 totaling $13,568,669 or 103.57% of the Limited Partners' capital
contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $1,087,948 (54.2%) in 2000 as compared
to 1999. Of this increase, approximately $350,000 and $989,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by a decrease of approximately $177,000 related
to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased
4,760 barrels and 87,687 Mcf, respectively, in 2000 as compared to 1999. The
decreases in volumes of oil and gas sold were primarily due to (i) normal
declines in production and (ii) the sale of several wells during early 2000.
Average oil and gas prices increased to $26.70 per barrel and $3.59 per Mcf,
respectively, in 2000 from $15.56 per barrel and $2.02 per Mcf, respectively, in
1999.
The III-D Partnership sold certain oil and gas properties during 2000 and
recognized a $203,942 gain on such sales. Sales of oil and gas properties during
1999 resulted in the III-D Partnership recognizing a loss of $16.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $191,512 (27.2%) in 2000 as compared to 1999. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales, (ii) workover expenses incurred on two
significant wells during 2000, and (iii) a positive prior period lease operating
expense adjustment on another significant well during 2000. As a percentage of
oil and gas sales, these expenses decreased to 28.9% in 2000 from 35.1% in 1999.
This percentage decrease was primarily due to the increases in the average
prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
increased $35,335 (15.3%) in 2000 as compared to 1999. This increase was
primarily due to one significant well being fully depleted in 2000 due to the
lack of remaining economically recoverable reserves, which increase was
partially offset by the decreases in volumes of oil and gas sold. As a
percentage of oil and gas sales, this expense decreased to 8.6% in 2000 from
11.5% in 1999. This percentage decrease was primarily due to the increases in
the average prices of oil and gas sold.
General and administrative expenses increased $2,029 (1.3%) in 2000 as
compared to 1999. As a percentage of oil and gas sales, these expenses decreased
to 5.1% in 2000 from 7.8% in
-47-
1999. This percentage decrease was primarily due to the increase in oil and gas
sales.
The Limited Partners have received cash distributions through December 31,
2000 totaling $11,031,669 or 84.21% of Limited Partners' capital contributions.
III-E Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $2,238,482 (21.4%) in 2001 as compared
to 2000. Of this decrease, approximately (i) $559,000 and $1,110,000,
respectively, were related to decreases in volumes of oil and gas sold and (ii)
$777,000 was related to a decrease in the average price of oil sold. Volumes of
oil and gas sold decreased 21,319 barrels and 299,791 Mcf, respectively, in 2001
as compared to 2000. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) the sale of several wells during
early 2000. The decrease in volumes of gas sold was primarily due to (i) the
III-E Partnership receiving an increased percentage of sales on one significant
well during 2000, (ii) the sale of several wells during early 2000, and (iii)
the III-E Partnership receiving a reduced percentage of sales on another
significant well during 2001 due to gas balancing. As of the date of this Annual
Report, management expects the gas balancing adjustment to continue for the
foreseeable future, thereby continuing to contribute to a decrease in volumes of
gas sold. Average oil prices decreased to $21.45 per barrel in 2001 from $26.23
per barrel in 2000. Average gas prices increased to $3.87 per Mcf in 2001 from
$3.70 per Mcf in 2000.
As discussed in Liquidity and Capital Resources below, the III-E
Partnership sold certain oil and gas properties during 2001 and recognized a
$55,511 gain on such sales. Sales of oil and gas properties during 2000 resulted
in a similar gain of $1,324,494.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $141,266 (3.9%) in 2001 as compared to 2000. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decreases in volumes of oil and gas sold and (ii) a decrease
in production taxes associated with the decrease in oil and gas sales. These
decreases were significantly offset by workover expenses incurred on two
significant wells during 2001. As a percentage of oil and gas sales, these
expenses increased to 42.6% in 2001 from 34.9% in 2000. This percentage increase
was primarily due to the decrease in the average price of oil sold and the
workover expenses incurred.
-48-
Depreciation, depletion, and amortization of oil and gas properties
decreased $57,405 (14.1%) in 2001 as compared to 2000. This decrease was
primarily due to one significant well being fully depleted in late 2000 due to
the lack of remaining economically recoverable reserves. As a percentage of oil
and gas sales, this expense increased to 4.3% in 2001 from 3.9% in 2000. This
percentage increase was primarily due to the decrease in the average price of
oil sold.
General and administrative expenses decreased $18,756 (3.8%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 5.8% in 2001 as compared to 4.8% in 2000. This percentage increase was
primarily due to the decrease in oil and gas sales.
The III-E Partnership achieved payout during the third quarter of 2001.
After payout, operations and revenues for the III-E Partnership are allocated
using after payout percentages. After payout percentages allocate operating
income and expenses 10% to the General Partner and 90% to the Limited Partners.
Before payout, operating income and expenses were allocated 5% to the General
Partner and 95% to the Limited Partners.
The Limited Partners have received cash distributions through December 31,
2001 totaling $44,091,016 or 105.41% of Limited Partners' Capital contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $3,430,577 (48.7%) in 2000 as compared
to 1999. Of this increase, approximately $2,003,000 and $2,448,000,
respectively, were related to increases in the average prices of oil and gas
sold. These increases were partially offset by a decrease of approximately
$693,000 related to a decrease in volumes of gas sold. Volumes of oil and gas
sold decreased 21,321 barrels and 330,111 Mcf, respectively, in 2000 as compared
to 1999. The decrease in volumes of oil sold was primarily due to (i) the sale
of several wells during early 2000 and (ii) normal declines in production. The
decrease in volumes of gas sold was primarily due to (i) the sale of several
wells in early 2000, (ii) a positive prior period volume adjustment made on one
well in 1999, and (iii) normal declines in production. Average oil and gas
prices increased to $26.23 per barrel and $3.70 per Mcf, respectively, in 2000
from $15.33 per barrel and $2.10 per Mcf, respectively, in 1999.
As discussed in "Liquidity and Capital Resources" below, the III-E
Partnership sold certain oil and gas properties during 2000 and recognized a
$1,324,494 gain on such sales. No such gains were recognized during 1999.
-49-
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $304,892 (7.7%) in 2000 as compared to 1999. This
decrease was primarily due to (i) the sale of several wells in early 2000 and
(ii) positive prior period lease operating expense adjustments made on two
significant wells during 1999. These decreases were partially offset by (i) an
increase in production taxes associated with the increase in oil and gas sales
and (ii) workover expenses incurred on one significant well during 2000 in order
to improve the recovery of reserves. As a percentage of oil and gas sales, these
expenses decreased to 34.9% in 2000 from 56.2% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $71,688 (15.0%) in 2000 as compared to 1999. This decrease was
primarily due to upward revisions in the estimates of remaining oil and gas
reserves at December 31, 2000. This decrease was partially offset by one
significant well being fully depleted in 2000 due to the lack of remaining
economically recoverable reserves. As a percentage of oil and gas sales, this
expense decreased to 3.9% in 2000 from 6.8% in 1999. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2000
as compared to 1999. As a percentage of oil and gas sales, these expenses
decreased to 4.8% in 2000 from 7.0% in 1999. This percentage decrease was
primarily due to the increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2000 totaling $37,896,016 or 90.60% of Limited Partners' capital contributions.
III-F Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $503,021 (14.6%) in 2001 as compared to
2000. Of this decrease, approximately (i) $471,000 and $111,000, respectively,
were related to decreases in volumes of oil and gas sold and (ii) $168,000 was
related to a decrease in the average price of oil sold. These decreases were
partially offset by an increase of approximately $247,000 related to an increase
in the average price of gas sold. Volumes of oil and gas sold decreased 16,530
barrels and 33,041 Mcf, respectively, in 2001 as compared to 2000. The decrease
in
-50-
volumes of oil sold was primarily due to the sale of several wells during 2000
and early 2001. Average oil prices decreased to $22.29 per barrel in 2001 from
$28.49 per barrel in 2000. Average gas prices increased to $3.75 per Mcf in 2001
from $3.35 per Mcf in 2000.
As discussed in Liquidity and Capital Resources below, the III-F
Partnership sold certain oil and gas properties during 2001 and recognized a
$338,452 gain on such sales. Sales of oil and gas properties during 2000
resulted in the III-F Partnership recognizing similar gains totaling $277,211.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $24,258 (2.8%) in 2001 as compared to 2000. The
increase in oil and gas production expenses was primarily due to workover
expenses incurred on two significant wells during 2001. This increase was
partially offset by the sale of several wells during 2000 and early 2001. As a
percentage of oil and gas sales, these expenses increased to 30.4% in 2001 from
25.2% in 2000. This percentage increase was primarily due to the decrease in the
average price of oil sold and the workover expenses incurred.
Depreciation, depletion, and amortization of oil and gas properties
decreased $82,723 (24.0%) in 2001 as compared to 2000. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii) one
significant well being fully depleted in 2000 due to the lack of remaining
economically recoverable reserves. As a percentage of oil and gas sales, this
expense decreased to 8.9% in 2001 from 10.0% in 2000. This percentage decrease
was primarily due to the increase in the average price of gas sold.
General and administrative expenses remained relatively constant in 2001
as compared to 2000. As a percentage of oil and gas sales, these expenses
increased to 8.9% in 2001 from 7.7% in 2000. This percentage increase was
primarily due to the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2001 totaling $16,764,904 or 75.69% of the Limited Partners' capital
contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $1,122,875 (48.5%) in 2000 as compared
to 1999. Of this increase, approximately $524,000 and $945,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by decreases of approximately $198,000 and
$149,000, respectively, related to decreases in volumes of oil
-51-
and gas sold. Volumes of oil and gas sold decreased 11,999 barrels and 77,999
Mcf, respectively, in 2000 as compared to 1999. The decrease in volumes of oil
sold was primarily due to (i) the sale of several wells during late 1999 and
early 2000 and (ii) normal declines in production. The decrease in volumes of
gas sold was primarily due to (i) a negative prior period volume adjustment made
by the purchaser on one significant well during 2000 and (ii) normal declines in
production. Average oil and gas prices increased to $28.49 per barrel and $3.35
per Mcf, respectively, in 2000 from $16.48 per barrel and $1.91 per Mcf,
respectively, in 1999.
As discussed in "Liquidity and Capital Resources" below, the III-F
Partnership sold certain oil and gas properties during 2000 and recognized a
$277,211 gain on such sales. Sales of oil and gas properties during 1999
resulted in the III-F Partnership recognizing similar gains of $139,094.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $58,875 (6.4%) in 2000 as compared to 1999. As a
percentage of oil and gas sales, these expenses decreased to 25.2% in 2000 from
40.0% in 1999. This percentage decrease was primarily due to the increases in
the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $74,555 (17.8%) in 2000 as compared to 1999. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves at December
31, 2000. These decreases were partially offset by one significant well being
fully depleted in 2000 due to the lack of remaining economically recoverable
reserves. As a percentage of oil and gas sales, this expense decreased to 10.0%
in 2000 from 18.1% in 1999. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2000
as compared to 1999. As a percentage of oil and gas sales, these expenses
decreased to 7.7% in 2000 from 11.3% in 1999. This percentage decrease was
primarily due to the increase in oil and gas sales.
-52-
III-G Partnership
-----------------
Year Ended December 31, 2001 Compared
to Year Ended December 31, 2000
-------------------------------------
Total oil and gas sales decreased $350,332 (17.1%) in 2001 as compared to
2000. Of this decrease, approximately (i) $323,000 was related to a decrease in
volumes of oil sold and (ii) $123,000 was related to the decrease in the average
price of oil sold. These decreases were partially offset by an increase of
approximately $117,000 related to an increase in the average price of gas sold.
Volumes of oil and gas sold decreased 11,319 barrels and 6,236 Mcf,
respectively, in 2001 as compared to 2000. The decrease in volumes of oil sold
was primarily due to the sale of several wells during 2000 and early 2001.
Average oil prices decreased to $22.55 per barrel in 2001 from $28.50 per barrel
in 2000. Average gas prices increased to $3.77 per Mcf in 2001 from $3.42 per
Mcf in 2000.
As discussed in Liquidity an Capital Resources above, the III-G
Partnership sold certain oil and gas properties in 2001 and recognized a
$220,939 gain on such sales. Sales of oil and gas properties during 2000
resulted in the III-G Partnership recognizing similar gains totaling $241,256.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2001 as compared to 2000. A
decrease in oil and gas production expenses due to the sale of several wells
during 2000 and early 2001 was substantially offset by workover expenses
incurred on two significant wells during 2001. As a percentage of oil and gas
sales, these expenses increased to 32.2% in 2001 from 26.9% in 2000. This
percentage increase was primarily due to the decrease in the average price of
oil sold and the workover expenses incurred.
Depreciation, depletion, and amortization of oil and gas properties
decreased $30,963 (17.9%) in 2001 as compared to 2000. This decrease was
primarily due to the decreases in volumes of oil and gas sold. As a percentage
of oil and gas sales, this expense decreased to 8.3% in 2001 from 8.4% in 2000.
General and administrative expenses increased $5,769 (3.9%) in 2001 as
compared to 2000. As a percentage of oil and gas sales, these expenses increased
to 8.9% in 2001 from 7.1% in 2000. This percentage increase was primarily due to
the decrease in oil and gas sales.
-53-
The Limited Partners have received cash distributions through December 31,
2001 totaling $9,185,287 or 75.34% of the Limited Partners' capital
contributions.
Year Ended December 31, 2000 Compared
to Year Ended December 31, 1999
-------------------------------------
Total oil and gas sales increased $610,690 (42.4%) in 2000 as compared to
1999. Of this increase, approximately $386,000 and $506,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $136,000 and $145,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 8,279 barrels and 76,633 Mcf, respectively, in 2000
as compared to 1999. The decrease in volumes of oil sold was primarily due to
(i) the sale of several wells during late 1999 and early 2000 and (ii) normal
declines in production. The decrease in volumes of gas sold was primarily due to
(i) a positive prior period volume adjustment made by the purchaser on one
significant well during 1999 and (ii) normal declines in production. Average oil
and gas prices increased to $28.50 per barrel and $3.42 per Mcf, respectively,
in 2000 from $16.43 per barrel and $1.90 per Mcf, respectively, in 1999.
As discussed in "Liquidity and Capital Resources" below, the III-G
Partnership sold certain oil and gas properties during 2000 and recognized a
$241,256 gain on such sales. Sales of oil and gas properties during 1999
resulted in the III-G Partnership recognizing similar gains of $124,908.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $41,671 (7.0%) in 2000 as compared to 1999. As a
percentage of oil and gas sales, these expenses decreased to 26.9% in 2000 from
41.3% in 1999. This percentage decrease was primarily due to the increases in
the average prices of oil and gas sold.
Depreciation, depletion, and amortization of oil and gas properties
decreased $34,228 (16.5%) in 2000 as compared to 1999. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves at December
31, 2000. These decreases were partially offset by one significant well being
fully depleted in 2000 due to the lack of remaining economically recoverable
reserves. As a percentage of oil and gas sales, this expense decreased to 8.4%
in 2000 from 14.4% in 1999. This percentage decrease was primarily due to the
increases in the average prices of oil and gas sold.
General and administrative expenses increased (1.4%) in 2000 as compared to
1999. As a percentage of oil and gas sales, these expenses decreased to 7.1% in
2000 from 10.0% in 1999. This
-54-
percentage decrease was primarily due to the increase in oil and gas sales.
Average Sale Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of annual average oil and gas sales
prices, production volumes, and average production costs (lease operating
expenses and production taxes) per equivalent unit (one barrel or 6 Mcf of gas)
for 2001, 2000, and 1999.
-55-
2001 Compared to 2000
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2001 2000 % Change
- ------ ------------------- ----------------- -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ----
III-A $24.61 $4.29 $29.15 $3.91 (16%) 10%
III-B 24.72 4.22 29.23 3.91 (15%) 8%
III-C 25.53 4.26 29.44 3.60 (13%) 18%
III-D 22.13 4.10 26.70 3.59 (17%) 14%
III-E 21.45 3.87 26.23 3.70 (18%) 5%
III-F 22.29 3.75 28.49 3.35 (22%) 12%
III-G 22.55 3.77 28.50 3.42 (21%) 10%
Production Volumes
- ----------------------------------------------------------------------------
P/ship 2001 2000 % Change
- ------ --------------------- ------------------- -------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 82,520 791,697 49,908 678,985 65% 17%
III-B 58,965 400,249 40,544 326,603 45% 23%
III-C 14,973 935,377 19,431 994,305 (23%) ( 6%)
III-D 27,570 561,664 31,388 629,117 (12%) (11%)
III-E 162,557 1,226,795 183,876 1,526,586 (12%) (20%)
III-F 27,090 621,792 43,620 654,833 (38%) ( 5%)
III-G 20,694 326,795 32,013 333,031 (35%) ( 2%)
Average Production Costs
per Equivalent Barrel of Oil
----------------------------------------
P/ship 2001 2000 % Change
------ ----- ----- --------
III-A $4.76 $5.23 ( 9%)
III-B 5.02 5.53 ( 9%)
III-C 5.74 5.29 9%
III-D 7.55 6.57 15%
III-E 9.57 8.33 15%
III-F 6.82 5.68 20%
III-G 7.29 6.31 16%
-56-
2000 Compared to 1999
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2000 1999 % Change
- ------ ------------------- ----------------- -------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ----- ----
III-A $29.15 $3.91 $16.93 $2.20 72% 78%
III-B 29.23 3.91 17.78 2.20 64% 78%
III-C 29.44 3.60 17.90 2.02 64% 78%
III-D 26.70 3.59 15.56 2.02 72% 78%
III-E 26.23 3.70 15.33 2.10 71% 76%
III-F 28.49 3.35 16.48 1.91 73% 75%
III-G 28.50 3.42 16.43 1.90 73% 80%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2000 1999 % Change
- ------ --------------------- ------------------- --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------- --------- ------- --------- ------ -----
III-A 49,908 678,985 35,784 665,717 39% 2%
III-B 40,544 326,603 33,676 299,745 20% 9%
III-C 19,431 994,305 23,931 997,209 (19%) -
III-D 31,388 629,117 36,148 716,804 (13%) (12%)
III-E 183,876 1,526,586 205,197 1,856,697 (10%) (18%)
III-F 43,620 654,833 55,619 732,832 (22%) (11%)
III-G 32,013 333,031 40,292 409,664 (21%) (19%)
Average Production Costs
per Equivalent Barrel of Oil
----------------------------------------
P/ship 2000 1999 % Change
------ ----- ----- --------
III-A $5.23 $3.99 31%
III-B 5.53 4.15 33%
III-C 5.29 2.90 82%
III-D 6.57 4.52 45%
III-E 8.33 7.69 8%
III-F 5.68 5.21 9%
III-G 6.31 5.47 15%
-57-
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not reinvested in productive assets, except to the extent that producing
wells are improved, where methods are employed to permit more efficient recovery
of reserves, or where identified developmental drilling or recompletion
opportunities are pursued, thereby resulting in a positive economic impact.
Assuming 2001 production levels for future years, the Partnerships' proved
reserve quantities at December 31, 2001 would have the following remaining
lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
III-A 5.1 2.3
III-B 4.6 2.3
III-C 5.5 5.7
III-D 5.2 7.2
III-E 7.2 6.9
III-F 7.4 7.9
III-G 7.6 8.8
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. Occasional
expenditures by the Partnerships for new wells or well completions or workovers,
however, may reduce or eliminate cash available for a particular quarterly cash
distribution. The Partnerships have no debt commitments. Cash for operational
purposes will be provided by current oil and gas production.
The Partnerships sold certain oil and gas properties during 2001, 2000,
and 1999. The sale of the Partnerships' properties was made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sale of such properties were included in
the calculation of the Partnerships' cash distributions for the quarter
immediately following the Partnerships' receipt of the proceeds. The amount of
such proceeds from the sale of oil and gas properties during 2001, 2000, and
1999, were as follows:
-58-
Partnership 2001 2000 1999
----------- --------- ---------- --------
III-A $ 7,352 $ 38,743 $ 9,479
III-B 3,105 13,342 515
III-C 52,664 71,917 9,048
III-D 7,258 206,940 -
III-E 55,511 1,352,609 13,825
III-F 344,043 349,431 232,143
III-G 222,333 247,866 153,574
The General Partner believes that the sale of these properties will be
beneficial to the Partnerships in the long-term since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are not replacing production through
acquisitions of producing properties and drilling. The Partnerships' quantity of
proved reserves has been reduced by the sale of oil and gas properties as
described above; therefore, it is possible that the Partnerships' future cash
distributions will decline as a result of a reduction of the Partnerships'
reserve base.
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report on Form 10-K405 ("Annual Report"), the General
Partner has extended the terms of the III-D, III-E, III-F and III-G Partnerships
for the first two-year extension period, and the III-A, III-B, and III-C
Partnerships for the second two-year extension period. Therefore, the
Partnerships are currently scheduled to terminate on the dates indicated in the
"Current Termination Date" column of the following chart.
-59-
Initial Extensions Current
Partnership Termination Date Exercised Termination Date
----------- ------------------ --------- -----------------
III-A November 22, 1999 2 November 22, 2003
III-B January 24, 2000 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 1 September 5, 2002
III-E December 26, 2000 1 December 26, 2002
III-F March 7, 2001 1 March 7, 2003
III-G September 20, 2001 1 September 20, 2003
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management has not yet determined the effect of
adopting this statement on the Partnerships' financial condition or results of
operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships, are essentially the same as
FAS No. 121 and thus are not expected to have a significant effect on the
Partnerships financial condition or results of operations.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2001. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as
-60-
inflation. See "Item 2. Properties - Oil and Gas Production, Revenue, and Price
History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 14
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with Geodyne
---------------- --- --------------------------------
Dennis R. Neill 49 President and Director
Judy K. Fox 50 Secretary
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated,
-61-
Samson Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company,
Circle L Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2001 of reports required under Section 16 of the Securities Exchange Act
of 1934.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership during 2001, 2000, and 1999, is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amounts charged to the
Partnerships have not fluctuated due to expense limitations imposed by the
Partnership Agreements.
-62-
Partnership 2001 2000 1999
----------- -------- -------- --------
III-A $277,872 $277,872 $277,872
III-B 145,620 145,620 145,620
III-C 257,412 257,412 257,412
III-D 137,904 137,904 137,904
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,136
III-G 128,340 128,340 128,340
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2001, 2000, and 1999:
-63-
Salary Reimbursements
III-A Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
---------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $169,724 - - - - - -
2000 $164,917 - - - - - -
2001 $154,275 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-A Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-A Partnership and no individual's salary or other
compensation reimbursement from the III-A Partnership equals or exceeds
$100,000 per annum.
-64-
Salary Reimbursements
III-B Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $88,945 - - - - - -
2000 $86,425 - - - - - -
2001 $80,848 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-B Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-B Partnership and no individual's salary or other
compensation reimbursement from the III-B Partnership equals or exceeds
$100,000 per annum.
-65-
Salary Reimbursements
III-C Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $157,227 - - - - - -
2000 $152,774 - - - - - -
2001 $142,915 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-C Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-C Partnership and no individual's salary or other
compensation reimbursement from the III-C Partnership equals or exceeds
$100,000 per annum.
-66-
Salary Reimbursements
III-D Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
---------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $84,232 - - - - - -
2000 $81,846 - - - - - -
2001 $76,564 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-D Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-D Partnership and no individual's salary or other
compensation reimbursement from the III-D Partnership equals or exceeds
$100,000 per annum.
-67-
Salary Reimbursements
III-E Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
-------------------------------
Annual Compensation Awards Payouts
------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $268,923 - - - - - -
2000 $261,306 - - - - - -
2001 $244,443 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-E Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-E Partnership and no individual's salary or other
compensation reimbursement from the III-E Partnership equals or exceeds
$100,000 per annum.
-68-
Salary Reimbursements
III-F Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
--------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $142,399 - - - - - -
2000 $138,366 - - - - - -
2001 $129,437 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-F Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-F Partnership and no individual's salary or other
compensation reimbursement from the III-F Partnership equals or exceeds
$100,000 per annum.
-69-
Salary Reimbursements
III-G Partnership
-----------------
Three Years Ended December 31, 2001
Long Term Compensation
--------------------------------
Annual Compensation Awards Payouts
---------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 1999 - - - - - - -
2000 - - - - - - -
2001 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 1999 $78,390 - - - - - -
2000 $76,170 - - - - - -
2001 $71,254 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-G Partnership and attributable to salary
reimbursements do not include any salary or other compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-G Partnership and no individual's salary or other
compensation reimbursement from the III-G Partnership equals or exceeds
$100,000 per annum.
-70-
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such affiliates for
services as operator of the wells. As operator, such affiliates are compensated
at rates provided in the operating agreements in effect and charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have an interest. This equipment was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of February 1, 2002 by (i) each beneficial owner of more than five
percent of the issued and outstanding Units, (ii) the directors and officers of
the General Partner, and (iii) the General Partner and its affiliates. The
address of each of such persons is Samson Plaza, Two West Second Street, Tulsa,
Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
III-A Partnership:
- -----------------
Samson Resources Company 50,534 (19.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 50,534 (19.1%)
-71-
III-B Partnership:
- -----------------
Samson Resources Company 26,843 (19.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 26,843 (19.4%)
III-C Partnership:
- -----------------
Samson Resources Company 51,969 (21.3%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 51,969 (21.3%)
III-D Partnership:
- -----------------
Samson Resources Company 29,831 (22.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 29,831 (22.8%)
III-E Partnership:
- -----------------
Samson Resources Company 98,760 (23.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 98,760 (23.6%)
III-F Partnership:
- -----------------
Samson Resources Company 53,327 (24.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 53,327 (24.1%)
III-G Partnership:
- -----------------
Samson Resources Company 29,186 (23.9%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 29,186 (23.9%)
-72-
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements between
the Partnerships and the General Partner also create potential conflicts of
interest. An affiliate of the Partnerships owns some of the Partnerships' Units
and therefore has an identity of interest with other Limited Partners with
respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
-73-
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership III-A
Geodyne Energy Income Limited Partnership III-B
Geodyne Energy Income Limited Partnership III-C
Geodyne Energy Income Limited Partnership III-D
Geodyne Energy Income Limited Partnership III-E
Geodyne Energy Income Limited Partnership III-F
Geodyne Energy Income Limited Partnership III-G
as of December 31, 2001 and 2000 and for each of the three years in
the period ended December 31, 2001 are filed as part of this report:
Report of Independent Accountants
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Capital (Deficit)
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
- ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne
Energy Income Limited Partnership III-A filed as Exhibit 4.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.2 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-A.
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income
-74-
Limited Partnership III-A filed as Exhibit 4.5 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
filed with the SEC on February 25, 2000, and is hereby incorporated
by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
*4.5 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November
15, 1999 for Geodyne Energy Income Limited Partnership III-A filed
as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
*4.9 Sixth Amendment to Agreement of Limited Partnership dated
November 14, 2001, for the Geodyne Energy Income Limited Partnership
III-A.
4.10 Agreement of Limited Partnership dated January 24, 1990 for Geodyne
Energy Income Limited Partnership III-B filed as Exhibit 4.2 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.11 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-B.
-75-
4.12 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.13 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.14 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
*4.15 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B.
4.16 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.17 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-B filed
as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
*4.18 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-B.
4.19 Agreement of Limited Partnership dated February 26, 1990 for Geodyne
Energy Income Limited Partnership III-C filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
-76-
*4.20 Certificate of Limited Partnership dated February 26, 1990 for
Geodyne Energy Income Limited Partnership III-C.
4.21 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.22 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.23 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
*4.24 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C.
4.25 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.26 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-C filed
as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
*4.27 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-C.
4.28 Agreement of Limited Partnership dated September 5, 1990 for Geodyne
Energy Income Limited Partnership III-D filed as Exhibit 4.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
-77-
*4.29 Certificate of Limited Partnership dated September 5, 1990 for
Geodyne Energy Income Limited Partnership III-D.
4.30 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.31 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.32 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.33 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-D.
4.34 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.35 Fifth Amendment to Agreement of Limited Partnership dated August 23,
2000 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.36 Agreement of Limited Partnership dated December 26, 1990 for Geodyne
Energy Income Limited Partnership III-E filed as Exhibit 4.5 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
-78-
*4.37 Certificate of Limited Partnership dated December 26, 2990 for
Geodyne Energy Income Limited Partnership III-E.
4.38 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.39 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.40 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.41 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-E.
4.42 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-E filed
as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.43 Fifth Amendment to Agreement of Limited Partnership dated November
15, 2000 for the Geodyne Energy Income Limited Partnership III-E
filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
4.44 Agreement of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
-79-
*4.45 Certificate of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F.
4.46 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.47 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.48 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-F.
4.49 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.50 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-F filed
as Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.51 Fifth Amendment to Agreement of Limited Partnership dated February
5, 2001 for the Geodyne Energy Income Limited Partnership III-F
filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
4.52 Agreement of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G filed as Exhibit 4.7
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.53 Certificate of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G.
-80-
4.54 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.4 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.55 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.56 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.57 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-G.
4.58 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-G filed
as Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
*4.59 Fifth Amendment to Agreement of Limited Partnership dated September
6, 2001, for the Geodyne Energy Income Limited Partnership III-G.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-E.
-81-
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-G.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
(b) Reports on Form 8-K filed during the fourth quarter of 2000:
None.
-82-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
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
By: GEODYNE RESOURCES, INC.
General Partner
February 28, 2002
By: //s// Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and February 28, 2002
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Financial February 28, 2002
------------------- Officer (Principal
Craig D. Loseke Financial and
Accounting Officer)
//s//Judy K. Fox Secretary February 28, 2002
-------------------
Judy K. Fox
-83-
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 874,852 $ 910,878
Accounts receivable:
Oil and gas sales 557,898 813,549
--------- ---------
Total current assets $1,432,750 $1,724,427
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,306,496 1,513,421
DEFERRED CHARGE 347,573 347,775
--------- ---------
$3,086,819 $3,585,623
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 201,567 $ 42,504
Gas imbalance payable 31,836 34,470
--------- ---------
Total current liabilities $ 233,403 $ 76,974
ACCRUED LIABILITY $ 40,963 $ 53,630
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 114,834) ($ 132,196)
Limited Partners, issued and
outstanding, 263,976 Units 2,927,287 3,587,215
--------- ---------
Total Partners' capital $2,812,453 $3,455,019
--------- ---------
$3,086,819 $3,585,623
========= =========
The accompanying notes are an integral part
of these financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $5,425,163 $4,111,261 $2,071,981
Interest income 33,344 26,015 10,120
Gain on sale of oil
and gas properties 5,635 7,670 883
--------- --------- ---------
$5,464,142 $4,144,946 $2,082,984
COSTS AND EXPENSES:
Lease operating $ 597,621 $ 525,707 $ 426,510
Production tax 422,469 327,504 159,247
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 519,385 277,866 414,145
General and
administrative 308,576 314,077 311,283
--------- --------- ---------
$1,848,051 $1,445,154 $1,311,185
--------- --------- ---------
NET INCOME $3,616,091 $2,699,792 $ 771,799
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 405,019 $ 275,300 $ 54,650
========= ========= =========
LIMITED PARTNERS - NET
INCOME $3,211,072 $2,424,492 $ 717,149
========= ========= =========
NET INCOME per Unit $ 12.16 $ 9.18 $ 2.72
========= ========= =========
UNITS OUTSTANDING 263,976 263,976 263,976
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------- ---------- ------------
Balance, Dec. 31, 1998 $3,011,574 ($197,325) $2,814,249
Net income 717,149 54,650 771,799
Cash distributions ( 871,000) ( 52,148) ( 923,148)
--------- ------- ---------
Balance, Dec. 31, 1999 $2,857,723 ($194,823) $2,662,900
Net income 2,424,492 275,300 2,699,792
Cash distributions ( 1,695,000) ( 212,673) ( 1,907,673)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,587,215 ($132,196) $3,455,019
Net income 3,211,072 405,019 3,616,091
Cash distributions ( 3,871,000) ( 387,657) ( 4,258,657)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,927,287 ($114,834) $2,812,453
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $3,616,091 $2,699,792 $ 771,799
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 519,385 277,866 414,145
Gain on sale of oil
and gas properties ( 5,635) ( 7,670) ( 883)
(Increase) decrease in
accounts receivable -
oil and gas sales 255,651 ( 487,858) ( 43,583)
(Increase) decrease in
deferred charge 202 ( 68,124) ( 13,119)
Increase (decrease) in
accounts payable 159,063 ( 6,691) ( 12,816)
Increase (decrease) in
gas imbalance payable ( 2,634) 2,811 756
Increase (decrease) in
accrued liability ( 12,667) 3,578 ( 26,793)
--------- --------- ---------
Net cash provided by
operating activities $4,529,456 $2,413,704 $1,089,506
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 314,177) ($ 13,509) ($ 8,919)
Proceeds from sale of oil
and gas properties 7,352 38,743 9,479
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 306,825) $ 25,234 $ 560
--------- --------- ---------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,258,657) ($1,907,673) ($ 923,148)
--------- --------- ---------
Net cash used by
financing activities ($4,258,657) ($1,907,673) ($ 923,148)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 36,026) $ 531,265 $ 166,918
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 910,878 379,613 212,695
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 874,852 $ 910,878 $ 379,613
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-6
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 494,899 $ 496,576
Accounts receivable:
Oil and gas sales 329,826 456,541
--------- ---------
Total current assets $ 824,725 $ 953,117
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 750,031 857,340
DEFERRED CHARGE 255,990 259,291
--------- ---------
$1,830,746 $2,069,748
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 123,265 $ 24,984
Gas imbalance payable 14,325 16,493
--------- ---------
Total current liabilities $ 137,590 $ 41,477
ACCRUED LIABILITY $ 19,358 $ 29,080
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 67,276) ($ 38,756)
Limited Partners, issued and
outstanding, 138,336 Units 1,741,074 2,037,947
--------- ---------
Total Partners' capital $1,673,798 $1,999,191
--------- ---------
$1,830,746 $2,069,748
========= =========
The accompanying notes are an integral
part of these financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $3,146,463 $2,462,438 $1,259,735
Interest income 17,017 14,670 5,200
Gain on sale of oil
and gas properties 2,391 - 372
--------- --------- ---------
$3,165,871 $2,477,108 $1,265,307
COSTS AND EXPENSES:
Lease operating $ 380,273 $ 327,214 $ 252,191
Production tax 250,473 198,067 94,728
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 314,346 156,750 226,627
General and
administrative 170,681 166,167 163,875
--------- --------- ---------
$1,115,773 $ 848,198 $ 737,421
--------- --------- ---------
NET INCOME $2,050,098 $1,628,910 $ 527,886
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 348,971 $ 264,081 $ 110,131
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,701,127 $1,364,829 $ 417,755
========= ========= =========
NET INCOME per Unit $ 12.30 $ 9.87 $ 3.02
========= ========= =========
UNITS OUTSTANDING 138,336 138,336 138,336
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1998 $1,721,363 ($ 85,016) $1,636,347
Net income 417,755 110,131 527,886
Cash distributions ( 452,000) ( 104,477) ( 556,477)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,687,118 ($ 79,362) $1,607,756
Net income 1,364,829 264,081 1,628,910
Cash distributions ( 1,014,000) ( 223,475) ( 1,237,475)
--------- ------- ---------
Balance, Dec. 31, 2000 $2,037,947 ($ 38,756) $1,999,191
Net income 1,701,127 348,971 2,050,098
Cash distributions ( 1,998,000) ( 377,491) ( 2,375,491)
--------- ------- ---------
Balance, Dec. 31, 2001 $1,741,074 ($ 67,276) $1,673,798
========= ======= =========
The accompanying notes are an integral part
of these financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,050,098 $1,628,910 $527,886
Adjustments to reconcile
net income to
net cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 314,346 156,750 226,627
Gain on sale of oil
and gas properties ( 2,391) - ( 372)
(Increase) decrease in
accounts receivable -
oil and gas sales 126,715 ( 241,682) ( 50,041)
(Increase) decrease in
deferred charge 3,301 ( 29,657) ( 36,324)
Increase (decrease) in
accounts payable 98,281 ( 7,601) 10,927
Decrease in gas
imbalance payable ( 2,168) ( 24) ( 1,905)
Decrease in accrued
liability ( 9,722) ( 4,378) ( 7,978)
--------- --------- -------
Net cash provided by
operating activities $2,578,460 $1,502,318 $668,820
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 207,751) ($ 8,907) ($ 2,915)
Proceeds from sale of oil
and gas properties 3,105 13,342 515
--------- --------- -------
Net cash provided (used)
by investing activities ($ 204,646) $ 4,435 ($ 2,400)
--------- --------- -------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,375,491) ($1,237,475) ($556,477)
--------- --------- -------
Net cash used by
financing activities ($2,375,491) ($1,237,475) ($556,477)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 1,677) $ 269,278 $109,943
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 496,576 227,298 117,355
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 494,899 $ 496,576 $227,298
========= ========= =======
The accompanying notes are an integral
part of these financial statements.
F-12
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 371,012 $ 903,268
Accounts receivable:
Oil and gas sales 362,134 892,011
--------- ---------
Total current assets $ 733,146 $1,795,279
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,820,677 2,063,939
DEFERRED CHARGE 73,472 90,048
--------- ---------
$2,627,295 $3,949,266
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 86,399 $ 71,731
Gas imbalance payable 40,724 16,667
--------- ---------
Total current liabilities $ 127,123 $ 88,398
ACCRUED LIABILITY $ 168,448 $ 158,958
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 175,495) ($ 152,824)
Limited Partners, issued and
outstanding, 244,536 Units 2,507,219 3,854,734
--------- ---------
Total Partners' capital $2,331,724 $3,701,910
--------- ---------
$2,627,295 $3,949,266
========= =========
The accompanying notes are an integral
part of these financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $4,371,115 $4,150,431 $2,446,824
Interest income 32,045 30,221 13,260
Gain (loss) on sale of
oil and gas properties 52,372 71,916 ( 281)
--------- --------- ---------
$4,455,532 $4,252,568 $2,459,803
COSTS AND EXPENSES:
Lease operating $ 681,586 $ 694,315 $ 379,785
Production tax 298,791 284,509 171,245
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 371,019 284,946 491,692
General and
administrative 286,725 290,696 288,580
--------- --------- ---------
$1,638,121 $1,554,466 $1,331,302
--------- --------- ---------
NET INCOME $2,817,411 $2,698,102 $1,128,501
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 163,926 $ 143,251 $ 75,430
========= ========= =========
LIMITED PARTNERS - NET
INCOME $2,653,485 $2,554,851 $1,053,071
========= ========= =========
NET INCOME per Unit $ 10.85 $ 10.45 $ 4.31
========= ========= =========
UNITS OUTSTANDING 244,536 244,536 244,536
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1998 $3,531,812 ($179,285) $3,352,527
Net income 1,053,071 75,430 1,128,501
Cash distributions ( 1,220,000) ( 64,593) ( 1,284,593)
--------- ------- ---------
Balance, Dec. 31, 1999 $3,364,883 ($168,448) $3,196,435
Net income 2,554,851 143,251 2,698,102
Cash distributions ( 2,065,000) ( 127,627) ( 2,192,627)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,854,734 ($152,824) $3,701,910
Net income 2,653,485 163,926 2,817,411
Cash distributions ( 4,001,000) ( 186,597) ( 4,187,597)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,507,219 ($175,495) $2,331,724
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,817,411 $2,698,102 $1,128,501
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 371,019 284,946 491,692
(Gain) loss on sale of
oil and gas properties ( 52,372) ( 71,916) 281
(Increase) decrease in
accounts receivable -
oil and gas sales 529,877 ( 447,575) ( 63,461)
(Increase) decrease in
deferred charge 16,576 107,221 ( 126,420)
Increase in accounts
payable 14,668 21,324 7,695
Increase (decrease) in
gas imbalance payable 24,057 ( 28,060) 19,248
Increase in accrued
liability 9,490 2,562 4,725
--------- --------- ---------
Net cash provided by
operating activities $3,730,726 $2,566,604 $1,462,261
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 128,049) ($ 25,540) ($ 44,522)
Proceeds from sale of oil
and gas properties 52,664 71,917 9,048
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 75,385) $ 46,377 ($ 35,474)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($4,187,597) ($2,192,627) ($1,284,593)
--------- --------- ---------
Net cash used by
financing activities ($4,187,597) ($2,192,627) ($1,284,593)
--------- --------- ---------
F-17
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 532,256) $ 420,354 $ 142,194
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 903,268 482,914 340,720
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 371,012 $ 903,268 $ 482,914
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-18
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 160,008 $ 561,839
Accounts receivable:
Oil and gas sales 250,386 606,226
--------- ---------
Total current assets $ 410,394 $1,168,065
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 735,922 803,342
DEFERRED CHARGE 11,614 15,855
--------- ---------
$1,157,930 $1,987,262
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 147,868 $ 70,538
Gas imbalance payable - 3,555
--------- ---------
Total current liabilities $ 147,868 $ 74,093
ACCRUED LIABILITY $ 210,194 $ 192,229
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 72,956) ($ 58,871)
Limited Partners, issued and
outstanding, 131,008 Units 872,824 1,779,811
--------- ---------
Total Partners' capital $ 799,868 $1,720,940
--------- ---------
$1,157,930 $1,987,262
========= =========
The accompanying notes are an integral
part of these financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $2,912,359 $3,095,191 $2,007,243
Interest income 20,356 22,906 8,459
Gain (loss) on sale of
oil and gas properties 7,258 203,942 ( 16)
--------- --------- ---------
$2,939,973 $3,322,039 $2,015,686
COSTS AND EXPENSES:
Lease operating $ 715,289 $ 689,575 $ 566,376
Production tax 199,382 205,988 137,675
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 125,449 265,983 230,648
General and
administrative 162,783 157,727 155,698
--------- --------- ---------
$1,202,903 $1,319,273 $1,090,397
--------- --------- ---------
NET INCOME $1,737,070 $2,002,766 $ 925,289
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 107,057 $ 109,411 $ 55,068
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,630,013 $1,893,355 $ 870,221
========= ========= =========
NET INCOME per Unit $ 12.44 $ 14.45 $ 6.64
========= ========= =========
UNITS OUTSTANDING 131,008 131,008 131,008
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-21
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1998 $1,518,235 ( 73,501) $1,444,734
Net income 870,221 55,068 925,289
Cash distributions ( 770,000) ( 47,788) ( 817,788)
--------- ------- ---------
Balance, Dec. 31, 1999 $1,618,456 ($ 66,221) $1,552,235
Net income 1,893,355 109,411 2,002,766
Cash distributions ( 1,732,000) ( 102,061) ( 1,834,061)
--------- ------- ---------
Balance, Dec. 31, 2000 $1,779,811 ($ 58,871) $1,720,940
Net income 1,630,013 107,057 1,737,070
Cash distributions ( 2,537,000) ( 121,142) ( 2,658,142)
--------- ------- ---------
Balance, Dec. 31, 2001 $ 872,824 ($ 72,956) $ 799,868
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,737,070 $2,002,766 $ 925,289
Adjustments to reconcile
net income to net
cash provided by
operating activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 125,449 265,983 230,648
(Gain) loss on sale of oil
and gas properties ( 7,258) ( 203,942) 16
(Increase) decrease in
accounts receivable -
oil and gas sales 355,840 ( 235,029) ( 102,494)
(Increase) decrease in
deferred charge 4,241 36,557 ( 42,950)
Increase (decrease) in
accounts payable 77,330 ( 3,853) 18,395
Increase (decrease) in
gas imbalance payable ( 3,555) 1,194 ( 2,093)
Increase (decrease) in
accrued liability 17,965 11,044 ( 1,454)
--------- --------- ---------
Net cash provided by
operating activities $2,307,082 $1,874,720 $1,025,357
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 58,029) ($ 24,429) ($ 41,676)
Proceeds from sale of oil
and gas properties 7,258 206,940 -
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 50,771) $ 182,511 ($ 41,676)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,658,142) ($1,834,061) ($ 817,788)
--------- --------- ---------
Net cash used by
financing activities ($2,658,142) ($1,834,061) ($ 817,788)
--------- --------- ---------
F-23
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 401,831) $ 223,170 $ 165,893
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 561,839 338,669 172,776
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 160,008 $ 561,839 $ 338,669
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-24
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-25
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------- -------------
CURRENT ASSETS:
Cash and cash equivalents $ 440,024 $1,627,830
Accounts receivable:
Oil and gas sales 687,090 1,815,573
--------- ---------
Total current assets $1,127,114 $3,443,403
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 2,553,810 2,565,859
DEFERRED CHARGE 87,712 129,472
--------- ---------
$3,768,636 $6,138,734
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 773,007 $ 407,887
Gas imbalance payable 4,991 48,446
--------- ---------
Total current liabilities $ 777,998 $ 456,333
ACCRUED LIABILITY $ 317,221 $ 512,557
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 286,758) ($ 240,721)
Limited Partners, issued and
outstanding, 418,266 Units 2,960,175 5,410,565
--------- ---------
Total Partners' capital $2,673,417 $5,169,844
--------- ---------
$3,768,636 $6,138,734
========= =========
The accompanying notes are an integral
part of these financial statements.
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $8,238,544 $10,477,026 $7,046,449
Interest income 53,027 87,675 27,474
Gain on sale of
oil and gas properties 55,511 1,324,494 -
--------- ---------- ---------
$8,347,082 $11,889,195 $7,073,923
COSTS AND EXPENSES:
Lease operating $2,974,088 $ 2,978,697 $3,504,062
Production tax 537,153 673,810 453,337
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 350,179 407,584 479,272
General and
administrative 479,763 498,519 496,279
--------- ---------- ---------
$4,341,183 $ 4,558,610 $4,932,950
--------- ---------- ---------
NET INCOME $4,005,899 $ 7,330,585 $2,140,973
========= ========== =========
GENERAL PARTNER - NET
INCOME $ 261,289 $ 378,449 $ 124,846
========= ========== =========
LIMITED PARTNERS - NET
INCOME $3,744,610 $ 6,952,136 $2,016,127
========= ========== =========
NET INCOME
per Unit $ 8.95 $ 16.62 $ 4.82
========= ========== =========
UNITS OUTSTANDING 418,266 418,266 418,266
========= ========== =========
The accompanying notes are an integral
part of these financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1998 $4,117,302 ($275,783) $3,841,519
Net income 2,016,127 124,846 2,140,973
Cash distributions ( 1,096,000) ( 108,589) ( 1,204,589)
--------- ------- ---------
Balance, Dec. 31, 1999 $5,037,429 ($259,526) $4,777,903
Net income 6,952,136 378,449 7,330,585
Cash distributions ( 6,579,000) ( 359,644) ( 6,938,644)
--------- ------- ---------
Balance, Dec. 31, 2000 $5,410,565 ($240,721) $5,169,844
Net income 3,744,610 261,289 4,005,899
Cash distributions ( 6,195,000) ( 307,326) ( 6,502,326)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,960,175 ($286,758) $2,673,417
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-28
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $4,005,899 $7,330,585 $2,140,973
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 350,179 407,584 479,272
Gain on sale of oil and
gas properties ( 55,511) ( 1,324,494) -
(Increase) decrease in
accounts receivable -
oil and gas sales 1,128,483 ( 412,508) ( 582,987)
(Increase)decrease in
deferred charge 41,760 ( 12,237) 10,422
Increase in accounts
payable 365,120 9,123 95,875
Increase (decrease) in
gas imbalance payable ( 43,455) 13,544 ( 143,616)
Increase (decrease) in
accrued liability ( 195,336) ( 18,105) 232,176
--------- --------- ---------
Net cash provided by
operating activities $5,597,139 $5,993,492 $2,232,115
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 338,130) ($ 224,656) ($ 79,519)
Proceeds from sale of oil
and gas properties 55,511 1,352,609 13,825
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 282,619) $1,127,953 ($ 65,694)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($6,502,326) ($6,938,644) ($1,204,589)
--------- --------- ---------
Net cash used by
financing activities ($6,502,326) ($6,938,644) ($1,204,589)
--------- --------- ---------
F-29
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($1,187,806) $ 182,801 $ 961,832
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,627,830 1,445,029 483,197
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 440,024 $1,627,830 $1,445,029
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
-30-
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-31
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ -------------
CURRENT ASSETS:
Cash and cash equivalents $ 144,433 $ 754,880
Accounts receivable:
Oil and gas sales 239,821 667,613
--------- ---------
Total current assets $ 384,254 $1,422,493
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,948,551 2,163,648
DEFERRED CHARGE 37,001 52,414
--------- ---------
$2,369,806 $3,638,555
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 58,774 $ 58,215
Gas imbalance payable 2,295 15,251
--------- ---------
Total current liabilities $ 61,069 $ 73,466
ACCRUED LIABILITY $ 111,171 $ 107,023
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 161,655) ($ 135,914)
Limited Partners, issued and
outstanding, 221,484 Units 2,359,221 3,593,980
--------- ---------
Total Partners' capital $2,197,566 $3,458,066
--------- ---------
$2,369,806 $3,638,555
========= =========
The accompanying notes are an integral
part of these financial statements.
F-32
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $2,934,300 $3,437,321 $2,314,446
Interest income 28,508 29,160 13,888
Gain on sale of oil
and gas properties 338,452 277,211 139,094
--------- --------- ---------
$3,301,260 $3,743,692 $2,467,428
COSTS AND EXPENSES:
Lease operating $ 721,343 $ 699,072 $ 818,404
Production tax 170,150 168,163 107,706
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 262,361 345,084 419,639
General and
administrative 261,816 263,571 261,483
--------- --------- ---------
$1,415,670 $1,475,890 $1,607,232
--------- --------- ---------
NET INCOME $1,885,590 $2,267,802 $ 860,196
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 103,349 $ 125,735 $ 59,101
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,782,241 $2,142,067 $ 801,095
========= ========= =========
NET INCOME
per Unit $ 8.05 $ 9.67 $ 3.62
========= ========= =========
UNITS OUTSTANDING 221,484 221,484 221,484
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 1998 $3,268,818 ($164,221) $3,104,597
Net income 801,095 59,101 860,196
Cash distributions ( 494,000) ( 49,198) ( 543,198)
--------- ------- ---------
Balance, Dec. 31, 1999 $3,575,913 ($154,318) $3,421,595
Net income 2,142,067 125,735 2,267,802
Cash distributions ( 2,124,000) ( 107,331) ( 2,231,331)
--------- ------- ---------
Balance, Dec. 31, 2000 $3,593,980 ($135,914) $3,458,066
Net income 1,782,241 103,349 1,885,590
Cash distributions ( 3,017,000) ( 129,090) ( 3,146,090)
--------- ------- ---------
Balance, Dec. 31, 2001 $2,359,221 ($161,655) $2,197,566
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ---------- -----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,885,590 $2,267,802 $860,196
Adjustments to reconcile
net income to net
cash provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 262,361 345,084 419,639
Gain on sale of oil and
gas properties ( 338,452) ( 277,211) ( 139,094)
(Increase) decrease in
accounts receivable -
oil and gas sales 427,792 ( 243,125) ( 144,898)
Decrease in deferred
charge 15,413 3,813 22,870
Decrease in accounts
receivable - other - - 9,631
Increase (decrease) in
accounts payable 559 ( 19,592) ( 56,034)
Decrease in gas
imbalance payable ( 12,956) ( 39,841) ( 68,549)
Increase (decrease) in
accrued liability 4,148 ( 28,185) ( 36,527)
--------- --------- -------
Net cash provided by
operating activities $2,244,455 $2,008,745 $867,234
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 52,855) ($ 175,878) ($ 69,027)
Proceeds from sale of oil
and gas properties 344,043 349,431 232,143
--------- --------- -------
Net cash provided
by investing activities $ 291,188 $ 173,553 $163,116
--------- --------- -------
F-35
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,146,090) ($2,231,331) ($543,198)
--------- --------- -------
Net cash used by
financing activities ($3,146,090) ($2,231,331) ($543,198)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 610,447) ($ 49,033) $487,152
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 754,880 803,913 316,761
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 144,433 $ 754,880 $803,913
========= ========= =======
The accompanying notes are an integral
part of these financial statements.
F-36
REPORT OF INDEPENDENT ACCOUNTANTS
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-G, an Oklahoma limited partnership, at December
31, 2001 and 2000, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2001, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with auditing standards generally accepted in the United States of America,
which require that we plan and perform the audit to obtain reasonable assurance
about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
February 25, 2002
F-37
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Balance Sheets
December 31, 2001 and 2000
ASSETS
------
2001 2000
------------ -------------
CURRENT ASSETS:
Cash and cash equivalents $ 100,271 $ 434,158
Accounts receivable:
Oil and gas sales 146,838 393,688
--------- ---------
Total current assets $ 247,109 $ 827,846
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,064,542 1,154,241
DEFERRED CHARGE 24,379 35,238
--------- ---------
$1,336,030 $2,017,325
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 43,676 $ 35,944
Gas imbalance payable - 6,446
--------- ---------
Total current liabilities $ 43,676 $ 42,390
ACCRUED LIABILITY $ 68,289 $ 71,912
PARTNERS' CAPITAL (DEFICIT):
General Partner ( 93,950) ( 79,337)
Limited Partners, issued and
outstanding, 121,925 Units 1,318,015 1,982,360
--------- ---------
Total Partners' capital $1,224,065 $1,903,023
--------- ---------
$1,336,030 $2,017,325
========= =========
The accompanying notes are an integral
part of these financial statements.
F-38
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Operations
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ------------
REVENUES:
Oil and gas sales $1,700,058 $2,050,390 $1,439,700
Interest income 16,613 16,417 7,733
Gain on sale of oil
and gas properties 220,939 241,256 124,908
--------- --------- ---------
$1,937,610 $2,308,063 $1,572,341
COSTS AND EXPENSES:
Lease operating $ 450,062 $ 452,963 $ 529,060
Production tax 97,654 99,277 64,851
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 141,762 172,725 206,953
General and
administrative 151,822 146,053 144,031
--------- --------- ---------
$ 841,300 $ 871,018 $ 944,895
--------- --------- ---------
NET INCOME $1,096,310 $1,437,045 $ 627,446
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 59,655 $ 77,940 $ 39,264
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,036,655 $1,359,105 $ 588,182
========= ========= =========
NET INCOME
per Unit $ 8.50 $ 11.15 $ 4.82
========= ========= =========
UNITS OUTSTANDING 121,925 121,925 121,925
========= ========= =========
The accompanying notes are an integral
part of these financial statements.
F-39
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2001, 2000, and 1999
Limited General
Partners Partner Total
------------ --------- ------------
Balance, Dec. 31, 1998 $1,672,073 ($99,974) $1,572,099
Net income 588,182 39,264 627,446
Cash distributions ( 304,000) ( 30,335) ( 334,335)
--------- ------ ---------
Balance, Dec. 31, 1999 $1,956,255 ($91,045) $1,865,210
Net income 1,359,105 77,940 1,437,045
Cash distributions ( 1,333,000) ( 66,232) ( 1,399,232)
--------- ------ ---------
Balance, Dec. 31, 2000 $1,982,360 ($79,337) $1,903,023
Net income 1,036,655 59,655 1,096,310
Cash distributions ( 1,701,000) ( 74,268) ( 1,775,268)
--------- ------ ---------
Balance, Dec. 31, 2001 $1,318,015 ($93,950) $1,224,065
========= ====== =========
The accompanying notes are an integral
part of these financial statements.
F-40
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G
Statements of Cash Flows
For the Years Ended December 31, 2001, 2000, and 1999
2001 2000 1999
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,096,310 $1,437,045 $627,446
Adjustments to reconcile
net income to net cash
provided by operating
activities:
Depreciation, deple-
tion, and amortiza-
tion of oil and gas
properties 141,762 172,725 206,953
Gain on sale of oil and
gas properties ( 220,939) ( 241,256) ( 124,908)
(Increase) decrease in
accounts receivable -
oil and gas sales 246,850 ( 134,164) ( 95,723)
Decrease in accounts
receivable - other - - 6,369
Decrease in deferred
charge 10,859 1,239 13,903
Increase (decrease) in
accounts payable 7,732 ( 12,667) ( 25,224)
Decrease in gas
imbalance payable ( 6,446) ( 1,102) ( 52,767)
Decrease in accrued
liability ( 3,623) ( 8,157) ( 31,152)
--------- --------- -------
Net cash provided by
operating activities $1,272,505 $1,213,663 $524,897
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 53,457) ($ 103,365) ($ 38,468)
Proceeds from sale of oil
and gas properties 222,333 247,866 153,574
--------- --------- -------
Net cash provided
by investing activities $ 168,876 $ 144,501 $115,106
--------- --------- -------
F-41
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,775,268) ($1,399,232) ($334,335)
--------- --------- -------
Net cash used by
financing activities ($1,775,268) ($1,399,232) ($334,335)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 333,887) ($ 41,068) $305,668
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 434,158 475,226 169,558
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 100,271 $ 434,158 $475,226
========= ========= =======
The accompanying notes are an integral
part of these financial statements.
F-42
GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
Notes to Financial Statements
For the Years Ended December 31, 2001, 2000, and 1999
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. (the "General
Partner") is the general partner of each Partnership. Limited Partner capital
contributions were invested in producing oil and gas properties. The
Partnerships were activated on the following dates with the following Limited
Partner capital contributions.
Limited Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ ---------------
III-A November 22, 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
Pursuant to the terms of the partnership agreements for the Partnerships,
the Partnerships were scheduled to terminate on the dates indicated in the
"Initial Termination Date" column of the following chart. However, the General
Partner may extend the term of each Partnership for up to five periods of two
years each. As of the date of this Annual Report, the General Partner has
extended the terms of the III-D, III-E, III-F and III-G Partnerships for the
first two-year extension period, and the III-A, III-B, and III-C Partnerships
for the second two-year extension period. Therefore, the Partnerships are
currently scheduled to terminate on the dates indicated in the "Current
Termination Date" column of the following chart.
F-43
Initial Extensions Current
Partnership Termination Date Exercised Termination Date
----------- ----------------- ---------- ----------------
III-A November 22, 1999 2 November 22, 2003
III-B January 24, 2000 . 2 January 24, 2004
III-C February 28, 2000 2 February 28, 2004
III-D September 5, 2000 1 September 5, 2002
III-E December 26, 2000 1 December 26, 2002
III-F March 7, 2001 1 March 7, 2003
III-G September 20, 2001 1 September 20, 2003
An affiliate of the General Partner owned the following Units at December
31, 2001:
Number of Percent of
Partnership Units Owned Outstanding
----------- ----------- -----------
III-A 50,534 19.1%
III-B 26,843 19.4%
III-C 51,969 21.3%
III-D 29,831 22.8%
III-E 98,760 23.6%
III-F 53,327 24.1%
III-G 29,186 23.9%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally short
term in nature and are dependent upon obtaining transportation services provided
by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells
under short-term purchase contracts at prevailing arrangements which are
customary in the oil industry. The prices received for the Partnerships' oil and
gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The terms of each Partnership's Limited Partnership Agreement (the
"Partnership Agreement") allocate costs and income between the Limited Partners
and the General Partner as follows:
F-44
Before Payout (1) After Payout(1)
------------------- ------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, payment
for organization and
offering costs and
management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(2) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(2) 5% 95% 15% 85%
Income(2)
- ------------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(2) 5% 95% 15% 85%
Gain on sale of
producing properties(2) 5% 95% 15% 85%
All other income(2) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) If at payout the Limited Partners have received distributions at an annual
rate less than 12% of their subscriptions, the percentage of income and
costs allocated to the General Partner will increase to only 10% and the
Limited Partners will be allocated 90%. Thereafter, if the distribution to
Limited Partners reaches an average annual rate of 12% the allocation will
change to 15% to the General Partner and 85% to the Limited Partners.
The III-A and III-B Partnerships achieved payout during the second quarter
of 2000 and first quarter of 1998, respectively. The III-D and III-E
Partnerships achieved payout during the third quarter of 2001, and the III-C
Partnership achieved payout during the fourth quarter of 2001. After payout,
operations for the III-A, III-C, III-D, and III-E Partnerships were allocated
using the 10%/90% after payout percentages described in Footnote 2 to the table
above. Operations for the III-B Partnership were allocated using the 15%/85%
after payout percentages described in such footnote.
F-45
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partner's property screening costs. The acquisition cost
to the Partnerships of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner. Leasehold impairment of unproved properties is recognized based
upon an individual property assessment and exploratory experience. Upon
discovery of commercial reserves, leasehold costs are transferred to producing
properties.
Depletion of the costs of producing oil and gas properties, amortization
of related intangible drilling and development costs, and depreciation of
tangible lease and well equipment are computed on the units-of-production
method. The Partnerships' calculation of depreciation, depletion, and
amortization includes estimated dismantlement and abandonment costs, net of
estimated salvage values. The depreciation, depletion, and amortization rates
per equivalent barrel of oil produced during the years ended December 31, 2001,
2000, and 1999 were as follows:
F-46
Partnership 2001 2000 1999
----------- ----- ----- -----
III-A $2.42 $1.70 $2.82
III-B 2.50 1.65 2.71
III-C 2.17 1.54 2.59
III-D 1.04 1.95 1.48
III-E .95 .93 .93
III-F 2.01 2.26 2.36
III-G 1.89 1.97 1.91
When complete units of depreciable property are retired or sold, the asset
cost and related accumulated depreciation are eliminated with any gain or loss
reflected in income. When less than complete units of depreciable property are
retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a 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. No impairment provisions were recorded by the Partnerships
during the three years ended December 31, 2001. The risk that the Partnerships
will be required to record impairment provisions in the future increases as oil
and gas prices decrease.
Deferred Charge
Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The rate used in calculating the deferred charge is the average of
the annual production costs per Mcf. At December 31, 2001 and 2000, cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
F-47
2001 2000
------------------ ------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 399,831 $347,573 400,063 $347,775
III-B 231,435 255,990 234,419 259,291
III-C 124,973 73,472 153,169 90,048
III-D 11,382 11,614 15,538 15,855
III-E 44,499 87,712 65,685 129,472
III-F 33,491 37,001 47,422 52,414
III-G 17,654 24,379 25,518 35,238
Accrued Liability
Accrued liability represents charges accrued for lease operating expenses
incurred in connection with the Partnerships' overproduced gas imbalance
positions. The rate used in calculating the accrued liability is the average of
the annual production costs per Mcf. At December 31, 2001 and 2000, cumulative
total gas sales volumes for overproduced wells exceeded the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
2001 2000
------------------ ------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 47,121 $ 40,963 61,693 $ 53,630
III-B 17,502 19,358 26,291 29,080
III-C 283,924 168,448 270,383 158,958
III-D 202,944 210,194 188,386 192,229
III-E 160,936 317,221 260,036 512,557
III-F 100,546 111,171 96,871 107,023
III-G 49,452 68,289 52,076 71,912
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil and gas industry. Sales of gas applicable to the
Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a Partnership's sales of gas exceed its pro rata ownership in a well, such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property, at
which time such excess is recorded as a
F-48
liability. The rates per Mcf used to calculate this liability are based on the
average gas prices received for the volumes at the time the overproduction
occurred. This also approximates the price for which the Partnerships are
currently settling this liability. At December 31, 2001 and 2000 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:
2001 2000
------------------ ------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 21,224 $31,836 22,980 $34,470
III-B 9,550 14,325 10,995 16,493
III-C 27,149 40,724 11,111 16,667
III-D - - 2,370 3,555
III-E 3,327 4,991 32,297 48,446
III-F 1,530 2,295 10,167 15,251
III-G - - 4,297 6,446
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of the current estimates of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, and the accrued liability all
involve estimates which could materially differ from the actual amounts
ultimately realized or incurred in
F-49
the near term. Oil and gas reserves (see Note 4) also involve significant
estimates which could materially differ from the actual amounts ultimately
realized.
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
New Accounting Pronouncements
Below is a brief description of Financial Accounting Standards ("FAS")
recently issued by the Financial Accounting Standards Board ("FASB") which may
have an impact on the Partnerships' future results of operations and financial
position.
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 will require
the recording of the fair value of liabilities associated with the retirement of
long-lived assets (mainly plugging and abandonment costs for the Partnerships'
depleted wells), in the period in which the liabilities are incurred (at the
time the wells are drilled). Management has not yet determined the effect of
adopting this statement on the Partnerships' financial condition or results of
operations.
In August 2001, the FASB issued FAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets", which is effective for fiscal
years beginning after December 15, 2001 (January 1, 2002 for the Partnerships).
This statement supersedes FAS No. 121 "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed Of". The provisions
of FAS No. 144, as they relate to the Partnerships, are essentially the same as
FAS No. 121 and thus are not expected to have a significant effect on the
Partnerships' financial condition or results of operations.
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an
allocation of actual costs incurred by the General Partner. When actual
costs incurred benefit other Partnerships and affiliates, the allocation of
costs is based on the relationship of the Partnerships' reserves to the total
reserves owned by all Partnerships and affiliates. The General
F-50
Partner believes this allocation method is reasonable. Although the actual costs
incurred by the General Partner and its affiliates have fluctuated during the
three years presented, the amounts charged to the Partnerships have not
fluctuated due to the expense limitations imposed by the Partnership Agreement.
The following is a summary of payments made to the General Partner or its
affiliates by the Partnerships for general and administrative overhead costs for
the years ended December 31, 2001, 2000, and 1999:
Partnership 2001 2000 1999
----------- -------- -------- --------
III-A $277,872 $277,872 $277,872
III-B 145,620 145,620 145,620
III-C 257,412 257,412 257,412
III-D 137,904 137,904 137,904
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,136
III-G 128,340 128,340 128,340
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided. Such charges are
comparable to third party charges in the area where the wells are located and
are the same as charged to other working interest owners in the wells.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of each Partnership's combined oil and gas sales during
2001, 2000, and 1999:
Partnership Purchaser Percentage
----------- ------------------------ -----------------------
2001 2000 1999
----- ----- -----
III-A Phibro Energy, Inc.
("Phibro") 27.9% 23.9% 22.8%
Valero Industrial Gas
L.P. ("Valero") 25.2% 24.8% 27.2%
El Paso Energy Marketing
Company ("El Paso") 18.3% 24.1% 26.7%
Conoco, Inc. 11.4% - -
F-51
III-B Phibro 32.0% 25.6% 25.4%
Valero 20.3% 18.8% 21.4%
El Paso 14.4% 18.1% 20.2%
Conoco, Inc. 13.0% - -
Sun Refining & Marketing
Company - 14.2% 17.0%
III-C El Paso 63.5% 58.2% 59.0%
III-D El Paso 66.7% 56.6% 58.5%
Eaglwing Trading, Inc.
("Eaglwing") 15.2% 21.8% 15.8%
III-E Eaglwing 36.3% 43.8% 35.4%
El Paso 21.7% 16.3% 12.1%
III-F El Paso 45.8% 37.8% 28.2%
Eaglwing 11.1% 13.5% -
Amoco Production Co. - 11.1% 10.6%
III-G El Paso 40.4% 31.6% 23.7%
Eaglwing 12.9% 14.9% -
Amoco Production Co. - 12.2% 11.5%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion, amortization,
and valuation allowance at December 31, 2001 and 2000 were as follows:
F-52
III-A Partnership
-----------------
2001 2000
------------- -------------
Proved properties $15,858,277 $15,563,951
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 14,551,781) ( 14,050,530)
---------- ----------
Net oil and gas
properties $ 1,306,496 $ 1,513,421
========== ==========
III-B Partnership
-----------------
2001 2000
------------- -------------
Proved properties $ 9,523,020 $ 9,323,727
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,772,989) ( 8,466,387)
---------- ----------
Net oil and gas
properties $ 750,031 $ 857,340
========== ==========
III-C Partnership
-----------------
2001 2000
------------- -------------
Proved properties $18,107,950 $17,983,626
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 16,287,273) 15,919,687)
---------- ----------
Net oil and gas
properties $ 1,820,677 $ 2,063,939
========== ==========
F-53
III-D Partnership
-----------------
2001 2000
------------- -------------
Proved properties $10,836,991 $10,778,960
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 10,101,069) ( 9,975,618)
---------- ----------
Net oil and gas
properties $ 735,922 $ 803,342
========== ==========
III-E Partnership
-----------------
2001 2000
------------- -------------
Proved properties $32,121,545 $32,150,380
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 29,567,735) ( 29,584,521)
---------- ----------
Net oil and gas
properties $ 2,553,810 $ 2,565,859
========== ==========
III-F Partnership
-----------------
2001 2000
------------- -------------
Proved properties $13,943,734 $15,201,085
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 11,995,183) ( 13,037,437)
---------- ----------
Net oil and gas
properties $ 1,948,551 $ 2,163,648
========== ==========
F-54
III-G Partnership
-----------------
2001 2000
------------- -------------
Proved properties $ 7,876,840 $ 8,618,076
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 6,812,298) ( 7,463,835)
---------- ----------
Net oil and gas
properties $ 1,064,542 $ 1,154,241
========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended December 31, 2001,
2000, and 1999. Costs incurred by the Partnerships in connection with oil and
gas property development activities for the years ended December 31, 2001, 2000,
and 1999 were as follows:
Partnership 2001 2000 1999
----------- -------- -------- --------
III-A 314,177 $ 13,509 $ 8,919
III-B 207,751 8,907 2,915
III-C 128,049 25,540 44,522
III-D 58,029 24,429 41,676
III-E 338,130 224,656 79,519
III-F 52,855 175,878 69,027
III-G 53,457 103,365 38,468
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States of
America, for the periods indicated. The proved reserves at December 31, 2001,
2000, and 1999 were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-55
III-A Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 1998 92,124 4,729,415
Production ( 35,784) ( 665,717)
Revision of previous
estimates 65,715 59,622
------- ---------
Proved reserves, Dec. 31, 1999 122,055 4,123,320
Production ( 49,908) ( 678,985)
Sale of minerals in place ( 2,217) ( 1,198)
Extensions and discoveries 3,244 413,970
Revision of previous
estimates 61,667 770,780
------- ---------
Proved reserves, Dec. 31, 2000 134,841 4,627,887
Production ( 82,520) ( 791,697)
Sale of minerals in place ( 137) ( 7,596)
Extensions and discoveries 107,611 362,597
Revision of previous
estimates 31,991 ( 169,430)
------- ---------
Proved reserves, Dec. 31, 2001 191,786 4,021,761
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 116,761 4,061,061
======= =========
December 31, 2000 129,658 4,576,603
======= =========
December 31, 2001 186,601 3,970,473
======= =========
F-56
III-B Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1998 91,163 2,174,036
Production ( 33,676) ( 299,745)
Revision of previous
estimates 65,332 36,674
------- ---------
Proved reserves, Dec. 31, 1999 122,819 1,910,965
Production ( 40,544) ( 326,603)
Extensions and discoveries 1,339 78,049
Revision of previous
estimates 45,163 419,129
------- ---------
Proved reserves, Dec. 31, 2000 128,777 2,081,540
Production ( 58,965) ( 400,249)
Sale of minerals in place ( 58) ( 3,203)
Extensions and discoveries 70,945 239,174
Revision of previous
estimates ( 5,797) ( 65,431)
------- ---------
Proved reserves, Dec. 31, 2001 134,902 1,851,831
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 119,351 1,872,029
======= =========
December 31, 2000 125,359 2,047,715
======= =========
December 31, 2001 131,480 1,817,998
======= =========
F-57
III-C Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1998 134,669 5,768,481
Production ( 23,931) ( 997,209)
Sale of minerals in place ( 491) ( 4,139)
Revision of previous
estimates 38,601 606,130
------- ---------
Proved reserves, Dec. 31, 1999 148,848 5,373,263
Production ( 19,431) ( 994,305)
Sale of minerals in place ( 495) ( 262)
Extensions and discoveries 561 29,368
Revision of previous
estimates ( 2,240) 1,004,626
------- ---------
Proved reserves, Dec. 31, 2000 127,243 5,412,690
Production ( 14,973) ( 935,377)
Sale of minerals in place ( 303) ( 5,635)
Extensions and discoveries 1,758 57,794
Revision of previous
estimates ( 28,572) 602,560
------- ---------
Proved reserves, Dec. 31, 2001 85,153 5,132,032
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 148,826 5,371,134
======= =========
December 31, 2000 127,243 5,412,690
======= =========
December 31, 2001 85,153 5,132,032
======= =========
F-58
III-D Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1998 125,866 2,838,890
Production ( 36,148) ( 716,804)
Extensions and discoveries 2,478 18,856
Revision of previous
estimates 283,892 659,001
------- ---------
Proved reserves, Dec. 31, 1999 376,088 2,799,943
Production ( 31,388) ( 629,117)
Sale of minerals in place ( 4,343) ( 124,420)
Revision of previous
estimates 18,964 909,263
------- ---------
Proved reserves, Dec. 31, 2000 359,321 2,955,669
Production ( 27,570) ( 561,664)
Sale of minerals in place ( 27) ( 572)
Extensions and discoveries - 164,924
Revision of previous
estimates (134,351) 390,180
------- ---------
Proved reserves, Dec. 31, 2001 197,373 2,948,537
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 376,088 2,799,943
======= =========
December 31, 2000 359,321 2,955,669
======= =========
December 31, 2001 197,373 2,948,537
======= =========
F-59
III-E Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 1998 601,310 8,016,475
Production ( 205,197) (1,856,697)
Extensions and discoveries 2,322 92,291
Revision of previous
estimates 1,945,590 1,828,696
--------- ----------
Proved reserves, Dec. 31, 1999 2,344,025 8,080,765
Production ( 183,876) (1,526,586)
Sale of minerals in place ( 31,281) ( 930,134)
Extensions and discoveries 4,225 1,879,168
Revision of previous
estimates 83,030 1,448,318
--------- ---------
Proved reserves, Dec. 31, 2000 2,216,123 8,951,531
Production ( 162,557) (1,226,795)
Sale of minerals in place ( 1,513) -
Extensions and discoveries 121 1,154,075
Revision of previous
estimates ( 927,113) ( 44,375)
--------- ---------
Proved reserves, Dec. 31, 2001 1,125,061 8,834,436
========= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 2,344,025 8,080,765
========= =========
December 31, 2000 2,216,123 8,951,531
========= =========
December 31, 2001 1,125,061 8,834,436
========= =========
F-60
III-F Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1998 231,882 4,726,953
Production ( 55,619) ( 732,832)
Sale of minerals in place ( 17,463) ( 42,191)
Extensions and discoveries 1,948 77,500
Revision of previous
estimates 229,061 135,100
------- ---------
Proved reserves, Dec. 31, 1999 389,809 4,164,530
Production ( 43,620) ( 654,833)
Sale of minerals in place ( 47,792) ( 35,496)
Extensions and discoveries 3,553 1,577,994
Revision of previous
estimates 50,634 480,654
------- ---------
Proved reserves, Dec. 31, 2000 352,584 5,532,849
Production ( 27,090) ( 621,792)
Sale of minerals in place ( 90,178) -
Revision of previous
estimates ( 20,901) ( 295,205)
------- ---------
Proved reserves, Dec. 31, 2001 214,415 4,615,852
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 389,809 4,164,530
======= =========
December 31, 2000 352,584 5,532,849
======= =========
December 31, 2001 214,415 4,615,852
======= =========
F-61
III-G Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- ------------
Proved reserves, Dec. 31, 1998 171,790 2,525,720
Production ( 40,292) ( 409,664)
Sale of minerals in place ( 11,547) ( 27,863)
Extensions and discoveries 1,135 38,608
Revision of previous
estimates 171,902 141,982
------- ---------
Proved reserves, Dec. 31, 1999 292,988 2,268,783
Production ( 32,013) ( 333,031)
Sale of minerals in place ( 32,702) ( 18,518)
Extensions and discoveries 2,229 785,422
Revision of previous
estimates 35,525 244,390
------- ---------
Proved reserves, Dec. 31, 2000 266,027 2,947,046
Production ( 20,694) ( 326,795)
Sale of minerals in place ( 59,425) ( 13)
Extensions and discoveries 10,720 5,763
Revision of previous
estimates ( 14,664) ( 144,618)
------- ---------
Proved reserves, Dec. 31, 2001 181,964 2,481,383
======= =========
PROVED DEVELOPED RESERVES:
December 31, 1999 292,988 2,268,783
======= =========
December 31, 2000 266,027 2,947,046
======= =========
December 31, 2001 181,964 2,481,383
======= =========
F-62
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2001 and 2000 are as
follows:
III-A Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $1,676,351 $1,200,987 $1,546,060 $1,040,744
Gross Profit (1) 1,460,853 920,839 1,373,466 688,894
Net Income 1,299,729 780,227 1,181,228 354,907
Limited Partners'
Net Income
Per Unit 4.41 2.64 3.99 1.12
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $659,856 $898,662 $1,116,537 $1,469,891
Gross Profit (1) 440,708 665,684 874,985 1,310,358
Net Income 248,632 497,207 693,305 1,260,648
Limited Partners'
Net Income
Per Unit .88 1.67 2.26 4.37
- ------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-63
III-B Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $911,955 $677,519 $959,292 $617,105
Gross Profit (1) 781,858 497,083 858,704 397,480
Net Income 688,517 421,221 750,031 190,329
Limited Partners'
Net Income
Per Unit 4.20 2.55 4.55 1.00
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $455,515 $531,702 $675,453 $814,438
Gross Profit (1) 320,227 391,599 519,487 720,514
Net Income 214,011 300,566 418,714 695,619
Limited Partners'
Net Income
Per Unit 1.26 1.80 2.51 4.30
- --------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-64
III-C Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $1,996,751 $1,250,276 $ 631,439 $ 577,066
Gross Profit (1) 1,696,948 1,039,204 473,118 265,885
Net Income 1,539,290 903,129 343,758 31,234
Limited Partners'
Net Income
Per Unit 5.97 3.50 1.33 .05
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $ 728,078 $ 942,965 $1,125,883 $1,455,642
Gross Profit (1) 527,295 772,897 892,295 1,081,257
Net Income 338,583 621,526 721,923 1,016,070
Limited Partners'
Net Income
Per Unit 1.30 2.41 2.79 3.95
- --------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-65
III-D Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $1,284,101 $807,022 $463,488 $385,362
Gross Profit (1) 1,014,038 607,400 329,296 74,568
Net Income 929,959 540,606 264,281 2,224
Limited Partners'
Net Income (Loss)
Per Unit 6.74 3.91 1.80 ( .01)
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $ 836,099 $699,860 $824,520 $961,560
Gross Profit (1) 620,659 531,985 618,260 655,572
Net Income 522,188 452,016 530,203 498,359
Limited Partners'
Net Income
Per Unit 3.77 3.27 3.83 3.58
- ----------------------
(1) Total revenues less oil and gas production expenses.
F-66
III-E Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $3,217,137 $2,258,312 $1,596,992 $1,274,641
Gross Profit (1) 2,177,211 1,419,655 1,076,003 162,972
Net Income (Loss) 1,961,324 1,233,699 891,726 ( 80,850)
Limited Partners'
Net Income (Loss)
Per Unit 4.45 2.80 1.90 ( .20)
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $3,791,774 $2,619,019 $2,508,516 $2,969,886
Gross Profit (1) 2,842,907 1,789,356 1,643,189 1,961,236
Net Income 2,576,370 1,559,810 1,423,014 1,771,391
Limited Partners'
Net Income
Per Unit 5.84 3.54 3.22 4.02
- ----------------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-67
III-F Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $1,592,872 $ 823,646 $502,921 $ 381,821
Gross Profit (1) 1,287,969 586,836 328,503 206,459
Net Income 1,142,811 471,258 212,852 58,669
Limited Partners'
Net Income
Per Unit 4.89 2.02 .90 .24
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $ 815,190 $1,028,017 $731,451 $1,169,034
Gross Profit (1) 569,885 820,395 528,604 957,573
Net Income 377,397 663,401 387,177 839,827
Limited Partners'
Net Income
Per Unit 1.60 2.83 1.65 3.59
- -----------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-68
III-G Partnership
-----------------
2001
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter(2)
--------- --------- --------- -----------
Total Revenues $931,302 $466,708 $297,644 $241,956
Gross Profit (1) 751,876 323,058 184,591 130,369
Net Income 665,732 259,663 121,402 49,513
Limited Partners'
Net Income
Per Unit 5.18 2.01 .94 .37
2000
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
--------- --------- --------- -----------
Total Revenues $489,944 $664,837 $478,149 $675,133
Gross Profit (1) 332,001 532,654 352,629 538,539
Net Income 236,332 451,433 279,426 469,854
Limited Partners'
Net Income
Per Unit 1.83 3.50 2.17 3.65
- ---------------------
(1) Total revenues less oil and gas production expenses.
(2) Significant decline in Fourth Quarter Net Income resulted from certain
significant wells becoming uneconomical, resulting in higher depreciation,
depletion and amortization.
F-69
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne
Energy Income Limited Partnership III-A filed as Exhibit 4.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.2 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-A.
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-A filed as Exhibit
4.5 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 25, 2000, and is
hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
*4.5 Second Amendment to Certificate of Limited Partnership dated July
1, 1996 for Geodyne Energy Income Limited Partnership III-A.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November
15, 1999 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.25 to
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Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.9 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-A.
4.10 Agreement of Limited Partnership dated January 24, 1990 for Geodyne
Energy Income Limited Partnership III-B filed as Exhibit 4.2 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.11 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-B.
4.12 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-B filed as Exhibit
4.6 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 25, 2000, and is
hereby incorporated by reference.
4.13 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
4.14 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
*4.15 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B.
4.16 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
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4.17 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
*4.18 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-B.
4.19 Agreement of Limited Partnership dated February 26, 1990 for Geodyne
Energy Income Limited Partnership III-C filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
*4.20 Certificate of Limited Partnership dated February 26, 1990 for
Geodyne Energy Income Limited Partnership III-C.
4.21 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-C filed as Exhibit
4.7 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1999, filed with the SEC on February 25, 2000, and is
hereby incorporated by reference.
4.22 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
4.23 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
*4.24 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C.
4.25 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
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4.26 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000, and
is hereby incorporated by reference.
*4.27 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-C.
4.28 Agreement of Limited Partnership dated September 5, 1990 for Geodyne
Energy Income Limited Partnership III-D filed as Exhibit 4.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
*4.29 Certificate of Limited Partnership dated September 5, 1990 for
Geodyne Energy Income Limited Partnership III-D.
4.30 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-D filed as Exhibit
4.11 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.31 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.32 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.33 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-D.
4.34 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
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4.35 Fifth Amendment to Agreement of Limited Partnership dated August 23,
2000 for the Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.36 Agreement of Limited Partnership dated December 26, 1990 for Geodyne
Energy Income Limited Partnership III-E filed as Exhibit 4.5 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
*4.37 Certificate of Limited Partnership dated December 26, 1990 for
Geodyne Energy Income Limited Partnership III-E.
4.38 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-E filed as Exhibit
4.12 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.39 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.40 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.41 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-E.
4.42 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.43 Fifth Amendment to Agreement of Limited Partnership dated November
15, 2000 for the Geodyne Energy Income
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Limited Partnership III-E filed as Exhibit 4.40 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the SEC on March 5, 2001, and is hereby incorporated by
reference.
4.44 Agreement of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
*4.45 Certificate of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F.
4.46 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-F filed as Exhibit
4.13 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.47 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.48 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-F.
4.49 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.50 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.51 Fifth Amendment to Agreement of Limited Partnership dated February 5,
2001 for the Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
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4.52 Agreement of Limited Partnership dated September 20, 1991 for Geodyne
Energy Income Limited Partnership III-G filed as Exhibit 4.7 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
*4.53 Certificate of Limited Partnership dated September 20, 1991 for
Geodyne Energy Income Limited Partnership III-G.
4.54 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24, 1993
for Geodyne Energy Income Limited Partnership III-G filed as Exhibit
4.4 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.55 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.21 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.56 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.28 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.57 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-G.
4.58 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-G filed as
Exhibit 4.35 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
*4.59 Fifth Amendment to Agreement of Limited Partnership dated September
6, 2001, for the Geodyne Energy Income Limited Partnership III-G.
*23.1 Consent of Ryder Scott Company, L.P.for Geodyne Energy Income Limited
Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P.for Geodyne Energy Income Limited
Partnership III-B.
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*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-F.
*23.7 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-G.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-77