SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A FIRST AMENDMENT TO QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2002 Commission File Number: III-A: 0-18302 III-B: 0-18636 III-C: 0-18634 III-D: 0-18936 III-E: 0-19010 III-F: 0-19102 III-G: 0-19563 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G --------------------------------------------------------- (Exact name of Registrant as specified in its Articles) III-A 73-1352993 III-B 73-1358666 III-C 73-1356542 III-D 73-1357374 III-E 73-1367188 III-F 73-1377737 Oklahoma III-G 73-1377828 - ---------------------------- ----------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 ------------------------------------------------------------ (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 832,128 $ 874,852 Accounts receivable: Oil and gas sales 638,334 557,898 ---------- ---------- Total current assets $1,470,462 $1,432,750 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,014,503 1,306,496 DEFERRED CHARGE 258,298 347,573 ---------- ---------- $2,743,263 $3,086,819 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 47,550 $ 201,567 Gas imbalance payable 31,836 31,836 ---------- ---------- Total current liabilities $ 79,386 $ 233,403 ACCRUED LIABILITY $ 40,963 $ 40,963 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 75,786) ($ 114,834) Limited Partners, issued and outstanding, 263,976 units 2,698,700 2,927,287 ---------- ---------- Total Partners' capital $2,622,914 $2,812,453 ---------- ---------- $2,743,263 $3,086,819 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $1,051,646 $1,539,002 Interest income 1,888 7,058 ---------- ---------- $1,053,534 $1,546,060 COSTS AND EXPENSES: Lease operating $ 145,060 $ 41,630 Production tax 85,662 130,964 Depreciation, depletion, and amortization of oil and gas properties 242,320 117,351 General and administrative (Note 2) 75,745 74,887 ---------- ---------- $ 548,787 $ 364,832 ---------- ---------- NET INCOME $ 504,747 $1,181,228 ========== ========== GENERAL PARTNER - NET INCOME $ 72,095 $ 127,979 ========== ========== LIMITED PARTNERS - NET INCOME $ 432,652 $1,053,249 ========== ========== NET INCOME per unit $ 1.64 $ 3.99 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ----------- ---------- REVENUES: Oil and gas sales $3,039,666 $4,396,405 Interest income 5,542 28,744 Loss on sale of oil and gas properties - ( 1,751) ---------- ---------- $3,045,208 $4,423,398 COSTS AND EXPENSES: Lease operating $ 570,623 $ 342,479 Production tax 152,920 325,761 Depreciation, depletion, and amortization of oil and gas properties 411,376 257,307 General and administrative (Note 2) 240,419 236,667 ---------- ---------- $1,375,338 $1,162,214 ---------- ---------- NET INCOME $1,669,870 $3,261,184 ========== ========== GENERAL PARTNER - NET INCOME $ 203,457 $ 346,402 ========== ========== LIMITED PARTNERS - NET INCOME $1,466,413 $2,914,782 ========== ========== NET INCOME per unit $ 5.56 $ 11.04 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,669,870 $3,261,184 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 411,376 257,307 Loss on sale of oil and gas properties - 1,751 (Increase) decrease in accounts receivable - oil and gas sales ( 80,436) 49,047 Decrease in deferred charge 89,275 - Increase (decrease) in accounts payable ( 154,017) 41,352 Decrease in accrued liability - ( 11,506) ---------- ---------- Net cash provided by operating activities $1,936,068 $3,599,135 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 119,383) ($ 316,837) Proceeds from the sale of oil and gas properties - 1,082 ---------- ---------- Net cash used by investing activities ($ 119,383) ($ 315,755) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,859,409) ($3,271,204) ---------- ---------- Net cash used by financing activities ($1,859,409) ($3,271,204) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 42,724) $ 12,176 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 874,852 910,878 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 832,128 $ 923,054 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 457,871 $ 494,899 Accounts receivable: Oil and gas sales 376,099 329,826 ---------- ---------- Total current assets $ 833,970 $ 824,725 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 558,837 750,031 DEFERRED CHARGE 181,064 255,990 ---------- ---------- $1,573,871 $1,830,746 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 24,970 $ 123,265 Gas imbalance payable 14,325 14,325 ---------- ---------- Total current liabilities $ 39,295 $ 137,590 ACCRUED LIABILITY $ 19,358 $ 19,358 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 35,902) ($ 67,276) Limited Partners, issued and outstanding, 138,336 units 1,551,120 1,741,074 ---------- ---------- Total Partners' capital $1,515,218 $1,673,798 ---------- ---------- $1,573,871 $1,830,746 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- --------- REVENUES: Oil and gas sales $604,146 $955,844 Interest income 950 3,448 -------- -------- $605,096 $959,292 COSTS AND EXPENSES: Lease operating $ 99,630 $ 17,374 Production tax 50,431 83,214 Depreciation, depletion, and amortization of oil and gas properties 147,244 68,566 General and administrative (Note 2) 40,973 40,107 -------- -------- $338,278 $209,261 -------- -------- NET INCOME $266,818 $750,031 ======== ======== GENERAL PARTNER - NET INCOME $ 60,494 $121,587 ======== ======== LIMITED PARTNERS - NET INCOME $206,324 $628,444 ======== ======== NET INCOME per unit $ 1.50 $ 4.55 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ----------- ----------- REVENUES: Oil and gas sales $1,811,852 $2,534,900 Interest income 2,888 14,605 Loss on sale of oil and gas properties - ( 739) ---------- ---------- $1,814,740 $2,548,766 COSTS AND EXPENSES: Lease operating $ 390,814 $ 219,492 Production tax 108,314 191,629 Depreciation, depletion, and amortization of oil and gas properties 250,421 145,225 General and administrative (Note 2) 134,989 132,651 ---------- ---------- $ 884,538 $ 688,997 ---------- ---------- NET INCOME $ 930,202 $1,859,769 ========== ========== GENERAL PARTNER - NET INCOME $ 174,156 $ 297,106 ========== ========== LIMITED PARTNERS - NET INCOME $ 756,046 $1,562,663 ========== ========== NET INCOME per unit $ 5.47 $ 11.30 ========== ========== UNITS OUTSTANDING 138,336 138,336 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 930,202 $1,859,769 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 250,421 145,225 Loss on sale of oil and gas properties - 739 Increase in accounts receivable - oil and gas sales ( 46,273) ( 11,035) Decrease in deferred charge 74,926 - Increase (decrease) in accounts payable ( 98,295) 29,022 Decrease in accrued liability - ( 9,658) ---------- ---------- Net cash provided by operating activities $1,110,981 $2,014,062 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 59,227) ($ 208,980) Proceeds from the sale of oil and gas properties - 778 ---------- ---------- Net cash used by investing activities ($ 59,227) ( $ 208,202) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,088,782) ($1,835,239) ---------- ---------- Net cash used by financing activities ($1,088,782) ($1,835,239) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 37,028) ($ 29,379) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 494,899 496,576 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 457,871 $ 467,197 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 496,252 $ 371,012 Accounts receivable: Oil and gas sales 426,134 362,134 ---------- ---------- Total current assets $ 922,386 $ 733,146 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,716,639 1,820,677 DEFERRED CHARGE 73,472 73,472 ---------- ---------- $2,712,497 $2,627,295 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 105,706 $ 86,399 Gas imbalance payable 40,724 40,724 ---------- ---------- Total current liabilities $ 146,430 $ 127,123 ACCRUED LIABILITY $ 168,448 $ 168,448 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 152,821) ($ 175,495) Limited Partners, issued and outstanding, 244,536 units 2,550,440 2,507,219 ---------- ---------- Total Partners' capital $2,397,619 $2,331,724 ---------- ---------- $2,712,497 $2,627,295 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- ---------- REVENUES: Oil and gas sales $664,913 $624,483 Interest income 1,084 6,956 -------- -------- $665,997 $631,439 COSTS AND EXPENSES: Lease operating $106,641 $115,773 Production tax 63,173 42,548 Depreciation, depletion, and amortization of oil and gas properties 52,043 60,388 General and administrative (Note 2) 69,809 68,972 -------- -------- $291,666 $287,681 -------- -------- NET INCOME $374,331 $343,758 ======== ======== GENERAL PARTNER - NET INCOME $ 42,009 $ 19,255 ======== ======== LIMITED PARTNERS - NET INCOME $332,322 $324,503 ======== ======== NET INCOME per unit $ 1.36 $ 1.33 ======== ======== UNITS OUTSTANDING 244,536 244,536 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $1,950,464 $3,849,896 Interest income 3,110 29,176 Gain (loss) on sale of oil and gas properties 17,501 ( 606) ---------- ---------- $1,971,075 $3,878,466 COSTS AND EXPENSES: Lease operating $ 401,527 $ 411,671 Production tax 136,950 257,525 Depreciation, depletion, and amortization of oil and gas properties 188,186 203,035 General and administrative (Note 2) 223,471 220,058 ---------- ---------- $ 950,134 $1,092,289 ---------- ---------- NET INCOME $1,020,941 $2,786,177 ========== ========== GENERAL PARTNER - NET INCOME $ 118,720 $ 145,971 ========== ========== LIMITED PARTNERS - NET INCOME $ 902,221 $2,640,206 ========== ========== NET INCOME per unit $ 3.69 $ 10.80 ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,020,941 $2,786,177 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 188,186 203,035 (Gain) loss on sale of oil and gas properties ( 17,501) 606 (Increase) decrease in accounts receivable - oil and gas sales ( 64,000) 424,796 Decrease in deferred charge - 7,291 Increase (decrease) in accounts payable 19,307 ( 29,603) Increase in accrued liability - 13,092 ---------- ---------- Net cash provided by operating activities $1,146,933 $3,405,394 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 85,587) ($ 123,213) Proceeds from sale of oil and gas properties 18,940 - ---------- ---------- Net cash used by investing activities ($ 66,647) ($ 123,213) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 955,046) ($3,526,692) ---------- ---------- Net cash used by financing activities ($ 955,046) ($3,526,692) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 125,240 ($ 244,511) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 371,012 903,268 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 496,252 $ 658,757 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 297,785 $ 160,008 Accounts receivable: Oil and gas sales 299,910 250,386 ---------- ---------- Total current assets $ 597,695 $ 410,394 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 755,674 735,922 DEFERRED CHARGE 11,614 11,614 ---------- ---------- $1,364,983 $1,157,930 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 125,511 $ 147,868 ---------- ---------- Total current liabilities $ 125,511 $ 147,868 ACCRUED LIABILITY $ 210,194 $ 210,194 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 52,537) ($ 72,956) Limited Partners, issued and outstanding, 131,008 units 1,081,815 872,824 ---------- ---------- Total Partners' capital $1,029,278 $ 799,868 ---------- ---------- $1,364,983 $1,157,930 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- -------- REVENUES: Oil and gas sales $447,909 $458,986 Interest income 580 4,502 -------- -------- $448,489 $463,488 COSTS AND EXPENSES: Lease operating $145,575 $102,797 Production tax 32,635 31,395 Depreciation, depletion, and amortization of oil and gas properties 36,541 27,462 General and administrative (Note 2) 38,398 37,553 -------- -------- $253,149 $199,207 -------- -------- NET INCOME $195,340 $264,281 ======== ======== GENERAL PARTNER - NET INCOME $ 22,764 $ 28,449 ======== ======== LIMITED PARTNERS - NET INCOME $172,576 $235,832 ======== ======== NET INCOME per unit $ 1.32 $ 1.80 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ----------- REVENUES: Oil and gas sales $1,382,847 $2,535,998 Interest income 1,341 18,665 Gain (loss) on sale of oil and gas properties 15,250 ( 52) ---------- ---------- $1,399,438 $2,554,611 COSTS AND EXPENSES: Lease operating $ 467,780 $ 431,529 Production tax 99,154 172,348 Depreciation, depletion, and amortization of oil and gas properties 93,383 89,157 General and administrative (Note 2) 128,831 126,731 ---------- ---------- $ 789,148 $ 819,765 ---------- ---------- NET INCOME $ 610,290 $1,734,846 ========== ========== GENERAL PARTNER - NET INCOME $ 69,299 $ 103,737 ========== ========== LIMITED PARTNERS - NET INCOME $ 540,991 $1,631,109 ========== ========== NET INCOME per unit $ 4.13 $ 12.45 ========== ========== UNITS OUTSTANDING 131,008 131,008 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $610,290 $1,734,846 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 93,383 89,157 (Gain) loss on sale of oil and gas properties ( 15,250) 52 (Increase) decrease in accounts receivable - oil and gas sales ( 49,524) 273,520 Decrease in deferred charge - 3,233 Decrease in accounts payable ( 22,357) ( 23,720) Increase in accrued liability - 18,953 -------- ---------- Net cash provided by operating activities $616,542 $2,096,041 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($114,166) ($ 14,425) Proceeds from the sale of oil and gas properties 16,281 - -------- ---------- Net cash used by investing activities ($ 97,885) ($ 14,425) -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($380,880) ($2,227,130) -------- ---------- Net cash used by financing activities ($380,880) ($2,227,130) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $137,777 ($ 145,514) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 160,008 561,839 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $297,785 $ 416,325 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 676,038 $ 440,024 Accounts receivable: Oil and gas sales 877,229 687,090 ---------- ---------- Total current assets $1,553,267 $1,127,114 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,704,879 2,553,810 DEFERRED CHARGE 87,712 87,712 ---------- ---------- $4,345,858 $3,768,636 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 611,556 $ 773,007 Gas imbalance payable 4,991 4,991 ---------- ---------- Total current liabilities $ 616,547 $ 777,998 ACCRUED LIABILITY $ 317,221 $ 317,221 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 229,942) ($ 286,758) Limited Partners, issued and outstanding, 418,266 units 3,642,032 2,960,175 ---------- ---------- Total Partners' capital $3,412,090 $2,673,417 ---------- ---------- $4,345,858 $3,768,636 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $1,185,582 $1,551,403 Interest income 765 11,436 Gain on sale of oil and gas properties - 34,153 ---------- ---------- $1,186,347 $1,596,992 COSTS AND EXPENSES: Lease operating $ 782,879 $ 414,486 Production tax 66,084 106,503 Depreciation, depletion, and amortization of oil and gas properties 114,801 66,772 General and administrative (Note 2) 118,351 117,505 ---------- ---------- $1,082,115 $ 705,266 ---------- ---------- NET INCOME $ 104,232 $ 891,726 ========== ========== GENERAL PARTNER - NET INCOME $ 20,679 $ 94,038 ========== ========== LIMITED PARTNERS - NET INCOME $ 83,553 $ 797,688 ========== ========== NET INCOME per unit $ .20 $ 1.90 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ---------- ---------- REVENUES: Oil and gas sales $4,084,397 $6,988,450 Interest income 1,681 49,267 Gain on sale of oil and gas properties - 34,724 ---------- ---------- $4,086,078 $7,072,441 COSTS AND EXPENSES: Lease operating $2,296,190 $1,952,172 Production tax 249,117 447,400 Depreciation, depletion, and amortization of oil and gas properties 259,320 219,870 General and administrative (Note 2) 371,420 366,250 ---------- ---------- $3,176,047 $2,985,692 ---------- ---------- NET INCOME $ 910,031 $4,086,749 ========== ========== GENERAL PARTNER - NET INCOME $ 114,174 $ 258,022 ========== ========== LIMITED PARTNERS - NET INCOME $ 795,857 $3,828,727 ========== ========== NET INCOME per unit $ 1.90 $ 9.15 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $910,031 $4,086,749 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 259,320 219,870 Gain on sale of oil and gas properties - ( 34,724) (Increase) decrease in accounts receivable - oil and gas sales ( 190,139) 830,809 Decrease in deferred charge - 15,262 Decrease in accounts payable ( 161,451) ( 163,234) Decrease in accrued liability - ( 170,830) -------- ---------- Net cash provided by operating activities $817,761 $4,783,902 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($411,763) $ - Proceeds from sale of oil and gas properties 1,374 76,783 -------- ---------- Net cash provided (used) by investing activities ($410,389) $ 76,783 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($171,358) ($5,530,174) -------- ---------- Net cash used by financing activities ($171,358) ($5,530,174) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $236,014 ($ 669,489) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 440,024 1,627,830 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $676,038 $ 958,341 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 234,207 $ 144,433 Accounts receivable: Oil and gas sales 266,194 239,821 ---------- ---------- Total current assets $ 500,401 $ 384,254 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,812,463 1,948,551 DEFERRED CHARGE 37,001 37,001 ---------- ---------- $2,349,865 $2,369,806 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 111,677 $ 58,774 Gas imbalance payable 2,295 2,295 ---------- ---------- Total current liabilities $ 113,972 $ 61,069 ACCRUED LIABILITY $ 111,171 $ 111,171 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 158,836) ($ 161,655) Limited Partners, issued and outstanding, 221,484 units 2,283,558 2,359,221 ---------- ---------- Total Partners' capital $2,124,722 $2,197,566 ---------- ---------- $2,349,865 $2,369,806 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 -------- --------- REVENUES: Oil and gas sales $371,424 $497,289 Interest income 368 5,632 -------- -------- $371,792 $502,921 COSTS AND EXPENSES: Lease operating $132,369 $144,033 Production tax 14,456 30,385 Depreciation, depletion, and amortization of oil and gas properties 73,126 52,966 General and administrative (Note 2) 63,528 62,685 -------- -------- $283,479 $290,069 -------- -------- NET INCOME $ 88,313 $212,852 ======== ======== GENERAL PARTNER - NET INCOME $ 7,323 $ 12,479 ======== ======== LIMITED PARTNERS - NET INCOME $ 80,990 $200,373 ======== ======== NET INCOME per unit $ 0.36 $ 0.90 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 ----------- ----------- REVENUES: Oil and gas sales $1,234,005 $2,578,902 Interest income 1,291 27,090 Gain on sale of oil and gas properties - 313,447 ---------- ---------- $1,235,296 $2,919,439 COSTS AND EXPENSES: Lease operating $ 385,552 $ 567,256 Production tax 57,116 148,875 Depreciation, depletion, and amortization of oil and gas properties 177,105 175,018 General and administrative (Note 2) 204,621 201,369 ---------- ---------- $ 824,394 $1,092,518 ---------- ---------- NET INCOME $ 410,902 $1,826,921 ========== ========== GENERAL PARTNER - NET INCOME $ 27,565 $ 96,992 ========== ========== LIMITED PARTNERS - NET INCOME $ 383,337 $1,729,929 ========== ========== NET INCOME per unit $ 1.73 $ 7.81 ========== ========== UNITS OUTSTANDING 221,484 221,484 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $410,902 $1,826,921 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 177,105 175,018 Gain on sale of oil and gas properties - ( 313,447) (Increase) decrease in accounts receivable - oil and gas sales ( 26,373) 360,238 Decrease in deferred charge - 7,183 Increase (decrease) in accounts payable 52,903 ( 10,062) -------- ---------- Net cash provided by operating activities $614,537 $2,045,851 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 42,290) $ - Proceeds from the sale of oil and gas properties 1,273 350,855 -------- ---------- Net cash provided (used) by investing activities ($ 41,017) $ 350,855 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($483,746) ($2,776,076) -------- ---------- Net cash used by financing activities ($483,746) ($2,776,076) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 89,744 ($ 379,370) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 144,433 754,880 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $234,207 $ 375,510 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2002 2001 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 157,728 $ 100,271 Accounts receivable: Oil and gas sales 166,684 146,838 ---------- ---------- Total current assets $ 324,412 $ 247,109 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 991,110 1,064,542 DEFERRED CHARGE 24,379 24,379 ---------- ---------- $1,339,901 $1,336,030 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 67,144 $ 43,676 ---------- ---------- Total current liabilities $ 67,144 $ 43,676 ACCRUED LIABILITY $ 68,289 $ 68,289 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 91,608) ($ 93,950) Limited Partners, issued and outstanding, 121,925 units 1,296,076 1,318,015 ---------- ---------- Total Partners' capital $1,204,468 $1,224,065 ---------- ---------- $1,339,901 $1,336,030 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -26- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- --------- REVENUES: Oil and gas sales $241,564 $294,441 Interest income 249 3,203 -------- -------- $241,813 $297,644 COSTS AND EXPENSES: Lease operating $ 80,894 $ 94,713 Production tax 9,282 18,340 Depreciation, depletion, and amortization of oil and gas properties 37,412 28,453 General and administrative (Note 2) 35,565 34,736 -------- -------- $163,153 $176,242 -------- -------- NET INCOME $ 78,660 $121,402 ======== ======== GENERAL PARTNER - NET INCOME $ 5,417 $ 7,048 ======== ======== LIMITED PARTNERS - NET INCOME $ 73,243 $114,354 ======== ======== NET INCOME per unit $ .60 $ 0.94 ======== ======== UNITS OUTSTANDING 121,925 121,925 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -27- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- ----------- REVENUES: Oil and gas sales $761,759 $1,472,687 Interest income 717 15,778 Gain on sale of oil and gas properties - 207,189 -------- ---------- $762,476 $1,695,654 COSTS AND EXPENSES: Lease operating $243,508 $ 351,599 Production tax 34,323 84,530 Depreciation, depletion, and amortization of oil and gas properties 94,998 94,507 General and administrative (Note 2) 120,357 118,221 -------- ---------- $493,186 $ 648,857 -------- ---------- NET INCOME $269,290 $1,046,797 ======== ========== GENERAL PARTNER - NET INCOME $ 17,229 $ 55,331 ======== ========== LIMITED PARTNERS - NET INCOME $252,061 $ 991,466 ======== ========== NET INCOME per unit $ 2.07 $ 8.13 ======== ========== UNITS OUTSTANDING 121,925 121,925 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -28- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001 (Unaudited) 2002 2001 --------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $269,290 $1,046,797 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 94,998 94,507 Gain on sale of oil and gas properties - ( 207,189) (Increase) decrease in accounts receivable - oil and gas sales ( 19,846) 206,543 Decrease in deferred charge - 4,464 Increase (decrease) in accounts payable 23,468 ( 6,275) -------- ---------- Net cash provided by operating activities $367,910 $1,138,847 -------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 22,042) $ - Proceeds from the sale of oil and gas properties 476 212,920 -------- ---------- Net cash provided (used) by investing activities ($ 21,566) $ 212,920 -------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($288,887) ($1,580,429) -------- ---------- Net cash used by financing activities ($288,887) ($1,580,429) -------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 57,457 ($ 228,662) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 100,271 434,158 -------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $157,728 $ 205,496 ======== ========== The accompanying condensed notes are an integral part of these financial statements. -29- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2002 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 2002, statements of operations for the three and nine months ended September 30, 2002 and 2001, and statements of cash flows for the nine months ended September 30, 2002 and 2001 have been prepared by Geodyne Resources, Inc., the General Partner of the Partnerships (the "General Partner"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at September 30, 2002, the results of operations for the three and nine months ended September 30, 2002 and 2001, and the cash flows for the nine months ended September 30, 2002 and 2001. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 2001. The results of operations for the period ended September 30, 2002 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the -30- acquisition, for the period of time the properties are held by the General Partner prior to their transfer to the Partnerships. Leasehold impairment is recognized based upon an individual property assessment and exploratory experience. Upon discovery of commercial reserves, leasehold costs are transferred to producing properties. Depletion of the costs of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs, net of estimated salvage value. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended September 30, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 6,277 $ 69,468 III-B 4,568 36,405 III-C 5,456 64,353 III-D 3,922 34,476 III-E 8,281 110,070 III-F 5,244 58,284 III-G 3,480 32,085 -31- During the nine months ended September 30, 2002, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 32,015 $208,404 III-B 25,774 109,215 III-C 30,412 193,059 III-D 25,403 103,428 III-E 41,210 330,210 III-F 29,769 174,852 III-G 24,102 96,255 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. -32- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. -33- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- III-A November 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 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 2002 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. The III-F and III-G Partnerships' Statements of Cash Flows for the nine months ended September 30, 2001 include proceeds from the sale of certain oil and gas properties during the first quarter of 2001. These proceeds were included in the Partnerships' May 2001 cash distributions. Occasional expenditures for new wells or well recompletions or workovers may reduce or eliminate cash available for a particular quarterly cash distribution. During the nine months ended September 30, 2002, capital expenditures for the III-D and III-E Partnerships totaled $114,166 and $344,108, respectively. These expenditures were primarily due to drilling activities in a large unitized property, the Jay-Little Escambia Creek Field Unit, located in Santa Rosa County, Florida, in which the Partnerships own working interests of approximately 0.7% and 4.7%, respectively. In -34- addition, during the nine months ended September 30, 2002, capital expenditures for the III-F Partnership totaled $42,290. These expenditures were primarily due to a recompletion of the Exxon Fee #1-D well located in Terrebonne Parish, Louisiana, in which the Partnership owns a working interest of approximately 3.7%. Pursuant to the terms of the Partnership Agreements for the Partnerships (the "Partnership Agreements") the Partnerships were initially 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 Quarterly Report, the General Partner has extended the terms of the III-A, III-B, III-C, III-D, and III-E Partnerships for the second two-year extension period and the III-F and III-G Partnerships for the first 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 2 September 5, 2004 III-E December 26, 2000 2 December 26, 2004 III-F March 7, 2001 1 March 7, 2003 III-G September 20, 2001 1 September 20, 2003 The General Partner currently has not determined whether it intends to further extend the terms of any other Partnerships. 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 -35- 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. RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: * The worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; -36- * Weather conditions; * The availability of pipelines for transportation; and * Domestic and foreign government regulations and taxes. Recently, while economic factors have been relatively unfavorable for oil and natural gas demand, oil prices have benefited from the political uncertainty associated with the increase in terrorist activities in parts of the world. In the last few years, natural gas prices have varied significantly, from very high prices in late 2000 and early 2001, to low prices in late 2001 and early 2002, to rising prices in the later part of 2002. The high natural gas prices were associated with cold winter weather and decreased supply from reduced capital investment for new drilling, while the low prices were associated with warm winter weather and reduced economic activity. The more recent increase in prices is the result of increased demand from weather patterns, the pricing effect of relatively high oil prices and increased concern about the ability of the industry to meet any longer-term demand increases based upon current drilling activity. It is not possible to predict the future direction of oil or natural gas prices or whether the above discussed trends will remain. Operating costs, including General and Administrative Expenses, may not decline over time or may experience only a gradual decline, thus adversely affecting net revenues as either production or oil and natural gas prices decline. In any particular period, net revenues may also be affected by either the receipt of proceeds from property sales or the incursion of additional costs as a result of well workovers, recompletions, new well drilling, and other events. PROVED RESERVES AND NET PRESENT VALUE - ------------------------------------- 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 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. -37- The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States, for the periods indicated. The proved reserves were estimated by petroleum engineers employed by affiliates of the Partnerships, and are annually reviewed by an independent engineering firm. "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. The following information includes certain gas balancing adjustments which cause the gas volume to differ from the reserve reports prepared by the General Partner. III-A Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 191,786 4,021,761 Production ( 42,011) ( 771,150) Extensions and discoveries 981 24,661 Revisions of previous estimates ( 82,946) 577,721 -------- --------- Proved reserves, Sept. 30, 2002 67,810 3,852,993 ======= ========= III-B Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 134,902 1,851,831 Production ( 30,381) ( 422,121) Extensions and discoveries 647 16,266 Revisions of previous estimates ( 54,277) 263,728 ------- --------- Proved reserves, Sept. 30, 2002 50,891 1,709,704 ======= ========= -38- III-C Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 85,153 5,132,032 Production ( 9,026) ( 637,144) Sale of minerals in place ( 107) ( 13,590) Extensions and discoveries 14,488 25,694 Revisions of previous estimates 7,893 353,477 ------- --------- Proved reserves, Sept. 30, 2002 98,401 4,860,469 ======= ========= III-D Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 197,373 2,948,537 Production ( 17,127) ( 389,844) Sale of minerals in place ( 90) ( 11,178) Extensions and discoveries 72,663 13,427 Revisions of previous estimates ( 2,116) 60,063 ------- --------- Proved reserves, Sept. 30, 2002 250,703 2,621,005 ======= ========= -39- III-E Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------ Proved reserves, Dec. 31, 2001 1,125,061 8,834,436 Production ( 100,957) ( 769,051) Extensions and discoveries 435,595 176 Revisions of previous estimates ( 40,597) ( 918,639) --------- --------- Proved reserves, Sept. 30, 2002 1,419,102 7,146,922 ========= ========= III-F Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 214,415 4,615,852 Production ( 18,000) ( 354,147) Extensions and discoveries 53 152 Revisions of previous estimates 25,776 219,080 ------- --------- Proved reserves, Sept. 30, 2002 222,244 4,480,937 ======= ========= -40- III-G Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2001 181,964 2,481,383 Production ( 14,268) ( 187,256) Extensions and discoveries 616 72 Revisions of previous estimates 18,418 115,926 ------- --------- Proved reserves, Sept. 30, 2002 186,730 2,410,125 ======= ========= In addition to the volume changes, the net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of December 31, 2001 and September 30, 2002. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices as of the date of estimation. Such prices were $16.75 per barrel and $2.65 per Mcf as of December 31, 2001 and $27.25 per barrel and $3.76 per Mcf as of September 30, 2002. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to the date the net present value was estimated. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves will actually be realized for such production. -41- Net Present Value of Reserves ---------------------------------- Partnership 12/31/01 9/30/02 ----------- ---------- ------------ III-A $7,359,380 $ 8,538,912 III-B $4,018,544 $ 4,246,910 III-C $5,806,578 $ 9,085,985 III-D $3,441,581 $ 5,456,343 III-E $9,759,825 $14,812,767 III-F $4,841,085 $ 7,701,074 III-G $2,809,904 $ 4,592,936 The III-A and III-B Partnerships have interests in several wells located in the Jennings Townsite Field, Jefferson Davis Parish, Louisiana. Recompletion and well workover activities in 2001 led to significant increases in oil production from the wells. Recent production information, however, indicates that the wells are experiencing a steeper than expected decline in production. Thus, the estimated oil reserves and net present value for these wells as of September 30, 2002 are less than such estimates as of December 31, 2001 which were included in the Partnerships' Annual Report on Form 10-K for the year ended December 31, 2001. In addition, a material oil and gas property for the III-D and III-E Partnerships is the Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida. The property, consisting of several producing wells, several nitrogen gas injection wells (to stimulate production), and a gas plant, is operated by Exxon-Mobil. In late 2001 and in 2002, the property experienced mechanical difficulties, primarily associated with the nitrogen injection system. Also, an unsuccessful directionally drilled well was undertaken. As a consequence, expenses on the property have been higher, which resulted in the estimated gas reserves for this field as of September 30, 2002 to be less than such estimates as of December 31, 2001, which was included in the Partnerships' Annual Report on Form 10-K for the year ended December 31, 2001. -42- III-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,051,646 $1,539,002 Oil and gas production expenses $ 230,722 $ 172,594 Barrels produced 14,389 35,632 Mcf produced 251,519 207,828 Average price/Bbl $ 26.65 $ 25.46 Average price/Mcf $ 2.66 $ 3.04 As shown in the table above, total oil and gas sales decreased $487,356 (31.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $541,000 was related to a decrease in volumes of oil sold and (ii) $96,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of approximately $133,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 21,243 barrels, while volumes of gas sold increased 43,691 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the successful recompletions of those wells during mid 2001, (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2001, and (iii) normal declines in production. The increase in volumes of gas sold was primarily due to (i) a positive prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during early 2002. These increases were partially offset by a decline in production on several wells following the successful recompletions of those wells during mid 2001. Average oil prices increased to $26.65 per barrel for the three months ended September 30, 2002 from $25.46 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.66 per Mcf for the three months ended September 30, 2002 from $3.04 per Mcf for the three months ended September 30, 2001. -43- Oil and gas production expenses (including lease operating expenses and production taxes) increased $58,128 (33.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) a positive prior period lease operating expense adjustment on one significant well during the three months ended September 30, 2002 and (ii) an increase in workover expenses incurred on another significant well during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. These increases were partially offset by (i) a negative prior period lease operating environmental expense adjustment on one significant well due to the receipt of insurance proceeds during the three months ended September 30, 2002 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 21.9% for the three months ended September 30, 2002 from 11.2% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $124,969 (106.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the three months ended September 30, 2002 and (ii) downward revisions in the estimates of remaining oil reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 23.0% for the three months ended September 30, 2002 from 7.6% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion and amortization. General and administrative expenses increased $858 (1.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 7.2% for the three months ended September 30, 2002 from 4.9% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. -44- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $3,039,666 $4,396,405 Oil and gas production expenses $ 723,543 $ 668,240 Barrels produced 42,011 59,833 Mcf produced 771,150 565,456 Average price/Bbl $ 23.42 $ 26.27 Average price/Mcf $ 2.67 $ 5.00 As shown in the table above, total oil and gas sales decreased $1,356,739 (30.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $1,796,000 was related to a decrease in the average price of gas sold and (ii) $468,000 was related to a decrease in volumes of oil sold, which decreases were partially offset by an increase of approximately $1,028,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 17,822 barrels, while volumes of gas sold increased 205,694 Mcf for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the successful recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by an increase in production on two significant wells due to the successful recompletions of those wells during mid 2001. The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well due to the successful workover of that well during early 2002 and (ii) positive prior period gas balancing adjustments on two significant wells during the nine months ended September 30, 2002. Average oil and gas prices decreased to $23.42 per barrel and $2.67 per Mcf, respectively, for the nine months ended September 30, 2002 from $26.27 per barrel and $5.00 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $55,303 (8.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to (i) positive prior period lease operating expense adjustments on two significant wells during the nine months ended September 30, 2002, (ii) an increase in workover expenses incurred on another significant well during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001, and (iii) -45- workover expenses incurred on one significant well during the nine months ended September 30, 2002. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 23.8% for the nine months ended September 30, 2002 from 15.2% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $154,069 (59.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the nine months ended September 30, 2002 and (ii) downward revisions in the estimates of remaining oil reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 13.5% for the nine months ended September 30, 2002 from 5.9% for the nine months ended September 30, 2001. This percentage increase was primarily due to the (i) decreases in the average prices of oil and gas sold and (ii) the dollar increase in depreciation, depletion, and amortization. General and administrative expenses increased $3,752 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 7.9% for the nine months ended September 30, 2002 from 5.4% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $33,298,701 or 126.14% of Limited Partners' capital contributions. -46- III-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $604,146 $955,844 Oil and gas production expenses $150,061 $100,588 Barrels produced 10,164 24,617 Mcf produced 133,451 107,825 Average price/Bbl $ 26.59 $ 25.47 Average price/Mcf $ 2.50 $ 3.05 As shown in the table above, total oil and gas sales decreased $351,698 (36.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $368,000 was related to a decrease in volumes of oil sold and (ii) $73,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of approximately $78,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 14,453 barrels, while volumes of gas sold increased 25,626 Mcf for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the successful recompletions of those wells during mid 2001 and (ii) normal declines in production. The increase in volumes of gas sold was primarily due to (i) a positive prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002 and (ii) an increase in production on another significant well due to the successful workover of that well during early 2002. These increases were partially offset by a decline in production on several wells following the successful recompletions of those wells during mid 2001. Average oil prices increased to $26.59 per barrel for the three months ended September 30, 2002 from $25.47 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.50 per Mcf for the three months ended September 30, 2002 from $3.05 per Mcf for the three months ended September 30, 2001. -47- Oil and gas production expenses (including lease operating expenses and production taxes) increased $49,473 (49.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) a positive prior period lease operating expense adjustment on one significant well during the three months ended September 30, 2002 and (ii) an increase in workover expenses incurred on another significant well during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. These increases were partially offset by (i) a negative prior period lease operating environmental expense adjustment on one significant well due to the receipt of insurance proceeds during the three months ended September 30, 2002 and (ii) a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 24.8% for the three months ended September 30, 2002 from 10.5% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $78,678 (114.7%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the three months ended September 30, 2002 and (ii) downward revisions in the estimates of remaining oil reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 24.4% for the three months ended September 30, 2002 from 7.2% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. General and administrative expenses increased $866 (2.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 6.8% for the three months ended September 30, 2002 from 4.2% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. -48- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,811,852 $2,534,900 Oil and gas production expenses $ 499,128 $ 411,121 Barrels produced 30,381 43,256 Mcf produced 422,121 281,675 Average price/Bbl $ 23.54 $ 26.37 Average price/Mcf $ 2.60 $ 4.95 As shown in the table above, total oil and gas sales decreased $723,048 (28.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $86,000 and $992,000, respectively, were related to decreases in the average prices of oil and gas sold and (ii) $340,000 was related to a decrease in volumes of oil sold. These decreases were partially offset by an increase of approximately $695,000 related to an increase in volumes of gas sold. Volumes of oil sold decreased 12,875 barrels, while volumes of gas sold increased 140,446 Mcf for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) a decline in production on several wells following the successful recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by an increase in production on two significant wells due to the successful recompletions of those wells during mid 2001. The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well due to the successful workover of that well during early 2002 and (ii) positive prior period gas balancing adjustments on two significant wells during the nine months ended September 30, 2002. Average oil and gas prices decreased to $23.54 per barrel and $2.60 per Mcf, respectively, for the nine months ended September 30, 2002 from $26.37 per barrel and $4.95 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $88,007 (21.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to (i) positive prior period lease operating expense adjustments on two significant wells during the nine months ended September 30, 2002, (ii) an increase in workover expenses incurred on one significant well during the nine months ended September 30, 2002 as compared to the -49- nine months ended September 30, 2001, and (iii) workover expenses incurred on two wells within the same unit during the nine months ended September 30, 2002. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 27.5% for the nine months ended September 30, 2002 from 16.2% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $105,196 (72.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the nine months ended September 30, 2002 and (ii) downward revisions in the estimates of remaining oil reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 13.8% for the nine months ended September 30, 2002 from 5.7% for the nine months ended September 30, 2001. This percentage increase was primarily due to (i) the decreases in the average prices of oil and gas sold and (ii) the dollar increase in deprecation, depletion, and amortization. General and administrative expenses increased $2,338 (1.8%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 7.5% for the nine months ended September 30, 2002 from 5.2% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $19,072,353 or 137.87% of Limited Partners' capital contributions. -50- III-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $664,913 $624,483 Oil and gas production expenses $169,814 $158,321 Barrels produced 2,684 4,699 Mcf produced 208,418 211,754 Average price/Bbl $ 28.00 $ 25.89 Average price/Mcf $ 2.83 $ 2.37 As shown in the table above, total oil and gas sales increased $40,430 (6.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this increase, approximately $6,000 and $95,000, respectively, were related to increases in the average prices of oil and gas sold, which increases were partially offset by decreases of approximately $53,000 and $8,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 2,015 barrels and 3,336 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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 (i) normal declines in production and (ii) a negative prior period volume adjustment made by the purchaser on one significant well during the three months ended September 30, 2002. These decreases were partially offset by (i) a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2001 and (ii) the III-C Partnership receiving an increased percentage of sales on one significant well during the three months ended September 30, 2002 due to gas balancing. As of the date of this Quarterly Report, management expects the gas balancing adjustment to continue for the foreseeable future, thereby continuing to contribute to an increase in volumes of gas sold for the III-C Partnership. Average oil and gas prices increased to $28.00 per barrel and $2.83 per Mcf, respectively, for the three months ended September 30, 2002 from $25.89 per barrel and $2.37 per Mcf, respectively, for the three months ended September 30, 2001. -51- Oil and gas production expenses (including lease operating expenses and production taxes) increased $11,493 (7.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to positive prior period production tax adjustments on several wells during the three months ended September 30, 2002. This increase was partially offset by negative prior period lease operating expense adjustments on several wells during the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses remained relatively constant at 25.5% for the three months ended September 30, 2002 and 25.4% for the three months ended September 30, 2001. Depreciation, depletion, and amortization of oil and gas properties decreased $8,345 (13.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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 September 30, 2002. These decreases were partially offset by an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the three months ended September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 7.8% for the three months ended September 30, 2002 from 9.7% for the three months ended September 30, 2001. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $837 (1.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 10.5% for the three months ended September 30, 2002 from 11.0% for the three months ended September 30, 2001. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,950,464 $3,849,896 Oil and gas production expenses $ 538,477 $ 669,196 Barrels produced 9,026 12,086 Mcf produced 637,144 734,242 Average price/Bbl $ 23.96 $ 27.15 Average price/Mcf $ 2.72 $ 4.80 As shown in the table above, total oil and gas sales decreased $1,899,432 (49.3%) for the nine months ended September 30, 2002 as compared to the nine months ended -52- September 30, 2001. Of this decrease, approximately (i) $1,322,000 was related to a decrease in the average price of gas sold and (ii) $466,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 3,060 barrels and 97,098 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. 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 (i) normal declines in production and (ii) a positive prior period volume adjustment made by the purchaser on one significant well during the nine months ended September 30, 2001. Average oil and gas prices decreased to $23.96 per barrel and $2.72 per Mcf, respectively, for the nine months ended September 30, 2002 from $27.15 per barrel and $4.80 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $130,719 (19.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. These decreases were partially offset by workover expenses incurred on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 27.6% for the nine months ended September 30, 2002 from 17.4% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $14,849 (7.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. 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 September 30, 2002. These decreases were partially offset by an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, this expense increased to 9.6% for the nine months ended September 30, 2002 from 5.3% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -53- General and administrative expenses increased $3,413 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 11.5% for the nine months ended September 30, 2002 from 5.7% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $25,364,795 or 103.73% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $447,909 $458,986 Oil and gas production expenses $178,210 $134,192 Barrels produced 5,045 7,100 Mcf produced 121,285 130,839 Average price/Bbl $ 24.76 $ 23.25 Average price/Mcf $ 2.66 $ 2.25 As shown in the table above, total oil and gas sales decreased $11,077 (2.4%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately $49,000 and $21,000, respectively, related to decreases in volumes of oil and gas sold, which decreases were partially offset by increases of approximately $8,000 and $51,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 2,055 barrels and 9,554 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to normal declines in production. Average oil and gas prices increased to $24.76 per barrel and $2.66 per Mcf, respectively, for the three months ended September 30, 2002 from $23.25 per barrel and $2.25 per Mcf, respectively, for the three months ended September 30, 2001. -54- Oil and gas production expenses (including lease operating expenses and production taxes) increased $44,018 (32.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) negative prior period lease operating expense adjustments on two significant wells during the three months ended September 30, 2001 and (ii) subsurface repair and maintenance expenses incurred on another significant well during the three months ended September 30, 2002. These increases were partially offset by a decrease in workover expenses incurred on two wells within the same unit during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 39.8% for the three months ended September 30, 2002 from 29.2% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $9,079 (33.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the three months ended September 30, 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 8.2% for the three months ended September 30, 2002 from 6.0% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion and amortization. General and administrative expenses increased $845 (2.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 8.6% for the three months ended September 30, 2002 from 8.2% for the three months ended September 30, 2001. -55- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,382,847 $2,535,998 Oil and gas production expenses $ 566,934 $ 603,877 Barrels produced 17,127 21,084 Mcf produced 389,844 436,588 Average price/Bbl $ 21.25 $ 23.95 Average price/Mcf $ 2.61 $ 4.65 As shown in the table above, total oil and gas sales decreased $1,153,151 (45.5%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $795,000 was related to a decrease in the average price of gas sold and (ii) $217,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 3,957 barrels and 46,744 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decreases in volumes of oil and gas sold were primarily due to normal declines in production. Average oil and gas prices decreased to $21.25 per barrel and $2.61 per Mcf, respectively, for the nine months ended September 30, 2002 from $23.95 per barrel and $4.65 per Mcf, respectively, for the nine months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $36,943 (6.1%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold. These decreases were partially offset by (i) workover expenses incurred on two significant wells during the nine months ended September 30, 2002 and (ii) an increase in workover expenses incurred on two wells within the same unit during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 41.0% for the nine months ended September 30, 2002 from 23.8% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -56- Depreciation, depletion, and amortization of oil and gas properties increased $4,226 (4.7%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on several wells during the nine months ended September 30, 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 6.8% for the nine months ended September 30, 2002 from 3.5% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,100 (1.7%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 9.3% for the nine months ended September 30, 2002 from 5.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in the oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $13,900,669 or 106.11% of the Limited Partners' capital contributions. III-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,185,582 $1,551,403 Oil and gas production expenses $ 848,963 $ 520,989 Barrels produced 29,212 39,281 Mcf produced 202,835 265,108 Average price/Bbl $ 23.97 $ 22.10 Average price/Mcf $ 2.39 $ 2.58 As shown in the table above, total oil and gas sales decreased $365,821 (23.6%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $223,000 and $161,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $37,000 was related to a decrease in the average price of gas sold. These decreases were partially offset by an increase of approximately $55,000 related to an increase in the average -57- price of oil sold. Volumes of oil and gas sold decreased 10,069 barrels and 62,273 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. 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 (i) the shutting-in of one significant well during the three months ended September 30, 2002 in order to perform a recompletion, (ii) the shutting-in of another significant well due to production difficulties during the three months ended September 30, 2002, and (iii) normal declines in production. These decreases were partially offset by the III-E Partnership receiving a reduced percentage of sales on one significant well during the three months ended September 30, 2001 due to gas balancing. Average oil prices increased to $23.97 per barrel for the three months ended September 30, 2002 from $22.10 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.39 per Mcf for the three months ended September 30, 2002 from $2.58 per Mcf for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) increased $327,974 (63.0%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to (i) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 2001 and (ii) an increase in workover expenses on two wells within the same unit during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. These increases were partially offset by a decrease in workover expenses on two wells within the same unit during the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 71.6% for the three months ended September 30, 2002 from 33.6% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $48,029 (71.9%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities in a large unitized property during the three months ended September 30, 2002. As a percentage of oil and gas sales, this expense increased to 9.7% for the three months ended September 30, 2002 from 4.3% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. -58- General and administrative expenses remained relatively constant for the three months ended September 30, 2002 and 2001. As a percentage of oil and gas sales, these expenses increased to 10.0% for the three months ended September 30, 2002 from 7.6% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $4,084,397 $6,988,450 Oil and gas production expenses $2,545,307 $2,399,572 Barrels produced 100,957 123,569 Mcf produced 769,051 907,615 Average price/Bbl $ 20.71 $ 23.26 Average price/Mcf $ 2.59 $ 4.53 As shown in the table above, total oil and gas sales decreased $2,904,053 (41.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $1,492,000 was related to a decrease in the average price of gas sold and (ii) $526,000 and $628,000, respectively, were related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 22,612 barrels and 138,564 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. 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 (i) production difficulties on one significant well during the nine months ended September 30, 2002, (ii) the shutting-in of another significant well during the nine months ended September 30, 2002 in order to perform a workover, and (iii) normal declines in production. These decreases were partially offset by the III-E Partnership receiving a reduced percentage of sales on one significant well during the nine months ended September 30, 2001 due to gas balancing. Average oil and gas prices decreased to $20.71 per barrel and $2.59 per Mcf, respectively, for the nine months ended September 30, 2002 from $23.26 per barrel and $4.53 per Mcf, respectively, for the nine months ended September 30, 2001. -59- Oil and gas production expenses (including lease operating expenses and production taxes) increased $145,735 (6.1%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to (i) an increase in workover expenses incurred on several wells within two units during the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001 and (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during the nine months ended September 30, 2001. These increases were partially offset by a decrease in production taxes associated with the decrease in oil and gas sales. As a percentage of oil and gas sales, these expenses increased to 62.3% for the nine months ended September 30, 2002 from 34.3% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $39,450 (17.9%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities in a large unitized property during the nine months ended September 30, 2002. As a percentage of oil and gas sales, this expense increased to 6.3% for the nine months ended September 30, 2002 from 3.1% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $5,170 (1.4%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 9.1% for the nine months ended September 30, 2002 from 5.2% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $44,205,016 or 105.69% of the Limited Partners' capital contributions. -60- III-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $371,424 $497,289 Oil and gas production expenses $146,825 $174,418 Barrels produced 5,448 7,130 Mcf produced 115,952 138,816 Average price/Bbl $ 23.83 $ 23.90 Average price/Mcf $ 2.08 $ 2.35 As shown in the table above, total oil and gas sales decreased $125,865 (25.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $40,000 and $54,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $31,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 1,682 barrels and 22,864 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2001, and (iii) a negative prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during the three months ended September 30, 2002 in order to perform a recompletion. These decreases were partially offset by a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2001. Average oil and gas prices decreased to $23.83 per barrel and $2.08 per Mcf, respectively, for the three months ended September 30, 2002 from $23.90 per barrel and $2.35 per Mcf, respectively, for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $27,593 (15.8%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 2002. These decreases were -61- partially offset by a negative prior period lease operating expense adjustment made by the operator on another significant well during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 39.5% for the three months ended September 30, 2002 from 35.1% for the three months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $20,160 (38.1%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on one significant well during the three months ended September 30, 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 19.7% for the three months ended September 30, 2002 from 10.7% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. General and administrative expenses increased $843 (1.3%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 17.1% for the three months ended September 30, 2002 from 12.6% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 ---------- ---------- Oil and gas sales $1,234,005 $2,578,902 Oil and gas production expenses $ 442,668 $ 716,131 Barrels produced 18,000 22,158 Mcf produced 354,147 467,109 Average price/Bbl $ 21.84 $ 24.24 Average price/Mcf $ 2.37 $ 4.37 As shown in the table above, total oil and gas sales decreased $1,344,897 (52.1%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $707,000 was related to a decrease in the average price of -62- gas sold and (ii) $494,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 4,158 barrels and 112,962 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to the sale of one significant well during early 2001. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well during the nine months ended September 30, 2002 in order to perform a workover, and (iii) the shutting-in of another significant well during the nine months ended September 30, 2002 in order to perform a recompletion. Average oil and gas prices decreased to $21.84 per barrel and $2.37 per Mcf, respectively, during the nine months ended September 30, 2002 from $24.24 per barrel and $4.37 per Mcf, respectively, for the nine months ended September 30, 2001. As discussed in Liquidity and Capital Resources above, the III-F Partnership sold certain oil and gas properties during the nine months ended September 30, 2001 and recognized a $313,447 gain on such sales. No such sales occurred during the nine months September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $273,463 (38.2%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) the sale of one significant well during early 2001, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on another significant well during the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 35.9% for the nine months ended September 30, 2002 from 27.8% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $2,087 (1.2%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on one significant well during the nine months ended September 30, 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 14.4% for the nine months ended September 30, 2002 from 6.8% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. -63- General and administrative expenses increased $3,252 (1.6%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 16.6% for the nine months ended September 30, 2002 from 7.8% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $17,223,904 or 77.77% of the Limited Partners' capital contributions. III-G PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2001. Three Months Ended September 30, -------------------------------- 2002 2001 -------- -------- Oil and gas sales $241,564 $294,441 Oil and gas production expenses $ 90,176 $113,053 Barrels produced 4,266 5,064 Mcf produced 61,506 73,082 Average price/Bbl $ 25.31 $ 24.13 Average price/Mcf $ 2.17 $ 2.36 As shown in the table above, total oil and gas sales decreased $52,877 (18.0%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. Of this decrease, approximately (i) $19,000 and $27,000, respectively, were related to decreases in volumes of oil and gas sold and (ii) $11,000 was related to a decrease in the average price of gas sold. Volumes of oil and gas sold decreased 798 barrels and 11,576 Mcf, respectively, for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2001, and (iii) a negative prior period volume adjustment made by the operator on another significant well during the three months ended September 30, 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during the three months ended September 30, 2002 in order to perform a recompletion. These decreases were partially offset by a negative prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2001. Average oil prices increased to $25.31 per barrel for the three months ended -64- September 30, 2002 from $24.13 per barrel for the three months ended September 30, 2001. Average gas prices decreased to $2.17 per Mcf for the three months ended September 30, 2002 from $2.36 per Mcf for the three months ended September 30, 2001. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $22,877 (20.2%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This decrease was primarily due to (i) a decrease in production taxes associated with the decrease in oil and gas sales and (ii) a negative prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 2002. These decreases were partially offset by a negative prior period lease operating expense adjustment made by the operator on another significant well during the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses decreased to 37.3% for the three months ended September 30, 2002 from 38.4% for the three months ended September 30, 2001. Depreciation, depletion, and amortization of oil and gas properties increased $8,959 (31.5%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. This increase was primarily due to an increase in depletable oil and gas properties primarily due to drilling activities on one significant well during the three months ended September 30, 2002. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 15.5% for the three months ended September 30, 2002 from 9.7% for the three months ended September 30, 2001. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization. General and administrative expenses increased $829 (2.4%) for the three months ended September 30, 2002 as compared to the three months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 14.7% for the three months ended September 30, 2002 from 11.8% for the three months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. -65- NINE MONTHS ENDED SEPTEMBER 30, 2002 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2001. Nine Months Ended September 30, ------------------------------- 2002 2001 -------- ---------- Oil and gas sales $761,759 $1,472,687 Oil and gas production expenses $277,831 $ 436,129 Barrels produced 14,268 16,321 Mcf produced 187,256 245,736 Average price/Bbl $ 22.01 $ 24.52 Average price/Mcf $ 2.39 $ 4.36 As shown in the table above, total oil and gas sales decreased $710,928 (48.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. Of this decrease, approximately (i) $370,000 was related to a decrease in the average price of gas sold and (ii) $255,000 was related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,053 barrels and 58,480 Mcf, respectively, for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. The decrease in volumes of oil sold was primarily due to the sale of one significant well during early 2001. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of one significant well during the nine months ended Septmeber 30, 2002 in order to perform a workover, and (iii) the shutting-in of another significant well during the nine months ended September 30, 2002 in order to perform a recompletion. Average oil and gas prices decreased to $22.01 per barrel and $2.39 per Mcf, respectively, during the nine months ended September 30, 2002 from $24.52 per barrel and $4.36 per Mcf, respectively, for the nine months ended September 30, 2001. As discussed in Liquidity and Capital Resources above, the III-G Partnership sold certain oil and gas properties during the nine months ended September 30, 2001 and recognized a $207,189 gain on such sales. No such sales occurred during the nine months September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $158,298 (36.3%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. This decrease was primarily due to (i) the sale of one significant well during early 2001, (ii) a decrease in production taxes associated with the decrease in oil and gas sales, and (iii) workover expenses incurred on another significant well during the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 36.5% for the nine months ended September 30, 2002 from 29.6% for the nine -66- months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties remained relatively constant for the nine months ended September 30, 2002 and 2001. An increase in depletable oil and gas properties primarily due to drilling activities on one significant well during the nine months ended September 30, 2002 was substantially offset by (i) the decreases in volumes of oil and gas sold and (ii) upward revisions in the estimates of remaining oil and gas reserves at September 30, 2002. As a percentage of oil and gas sales, this expense increased to 12.5% for the nine months ended September 30, 2002 from 6.4% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decreases in the average prices of oil and gas sold. General and administrative expenses increased $2,136 (1.8%) for the nine months ended September 30, 2002 as compared to the nine months ended September 30, 2001. As a percentage of oil and gas sales, these expenses increased to 15.8% for the nine months ended September 30, 2002 from 8.0% for the nine months ended September 30, 2001. This percentage increase was primarily due to the decrease in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2002 totaling $9,459,287 or 77.58% of the Limited Partners' capital contributions. -67- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Within the 90 days prior to the date of this report, the Partnerships carried out an evaluation under the supervision and with the participation of the Partnerships' management, including their chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Partnerships' disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Partnerships' chief executive officer and chief financial officer concluded that the Partnerships' disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships' periodic filings with the SEC. There have been no significant changes in the Partnerships' internal controls or in other factors which could significantly affect the Partnerships' internal controls subsequent to the date the Partnerships carried out this evaluation. -68- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 4.1 Sixth Amendment to Agreement of Limited Partnership of Geodyne Energy Income Limited Partnership III-E dated November 6, 2002. 20.1 Form of letter sent to the limited partners of Geodyne Energy Income Limited Partnership III-E on November 6, 2002. 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-A Partnership. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-B Partnership. 99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-C Partnership. 99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-D Partnership. 99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-E Partnership. 99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-F Partnership. 99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-G Partnership. -69- (b) Reports on Form 8-K. Current Report on Form 8-K filed during the third quarter of 2002: Date of event: August 15, 2002 Date filed with the SEC: August 16, 2002 Items Included: Item 5 - Other Events Item 7 - Exhibits -70- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-G (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: January 8, 2003 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President (Principal Executive Officer) Date: January 8, 2003 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -71- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-A; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -72- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -73- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-A; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -74- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -75- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-B; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -76- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -77- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-B; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -78- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -79- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-C; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -80- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -81- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-C; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -82- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -83- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -84- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -85- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-D; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -86- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -87- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-E; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -88- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -89- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-E; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -90- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -91- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-F; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -92- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -93- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-F; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -94- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -95- CERTIFICATION ------------- I, Dennis R. Neill, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-G; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -96- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Dennis R. Neill - ---------------------------------- Dennis R. Neill President (Principal Executive Officer) -97- CERTIFICATION ------------- I, Craig D. Loseke, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Geodyne Energy Income Limited Partnership III-G; 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report; 4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared; b) evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; 5. The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent function): a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and -98- 6. The registrant's other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated this 8th day of January, 2003. //s// Craig D. Loseke - ---------------------------------- Craig D. Loseke Chief Accounting Officer (Principal Financial Officer) -99- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 4.1 Sixth Amendment to Agreement of Limited Partnership of Geodyne Energy Income Limited Partnership III-E dated November 6, 2002. 20.1 Form of letter sent to the limited partners of Geodyne Energy Income Limited Partnership III-E on November 6, 2002. 99.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-A. 99.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-B. 99.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-C. 99.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-D. 99.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-E. 99.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-F. 99.7 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-G. -100-