SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2003 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 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 ---------------------------------------------------- (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 Oklahoma III-F 73-1377737 - ---------------------------- ------------------------------- (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, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 962,551 $ 718,665 Accounts receivable: Related party (Note 2) - 888 Oil and gas sales 563,567 617,187 ---------- ---------- Total current assets $1,526,118 $1,336,740 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 893,220 867,774 DEFERRED CHARGE 229,791 260,836 ---------- ---------- $2,649,129 $2,465,350 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 85,054 $ 86,580 Gas imbalance payable 27,471 27,471 ---------- ---------- Total current liabilities $ 112,525 $ 114,051 LONG-TERM LIABILITIES: Accrued liability $ 24,706 $ 33,171 Asset retirement obligation (Note 1) 112,951 - ---------- ---------- Total long-term liabilities $ 137,657 $ 33,171 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 91,935) ($ 87,091) Limited Partners, issued and outstanding, 263,976 units 2,490,882 2,405,219 ---------- ---------- Total Partners' capital $2,398,947 $2,318,128 ---------- ---------- $2,649,129 $2,465,350 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 --------- ---------- REVENUES: Oil and gas sales $944,055 $1,051,646 Interest income 1,515 1,888 -------- ---------- $945,570 $1,053,534 COSTS AND EXPENSES: Lease operating $139,845 $ 145,060 Production tax 77,201 85,662 Depreciation, depletion, and amortization of oil and gas properties 35,461 242,320 General and administrative (Note 2) 79,346 75,745 -------- ---------- $331,853 $ 548,787 -------- ---------- NET INCOME $613,717 $ 504,747 ======== ========== GENERAL PARTNER - NET INCOME $ 64,412 $ 72,095 ======== ========== LIMITED PARTNERS - NET INCOME $549,305 $ 432,652 ======== ========== NET INCOME per unit $ 2.08 $ 1.64 ======== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $3,235,948 $3,039,666 Interest income 4,627 5,542 ---------- ---------- $3,240,575 $3,045,208 COSTS AND EXPENSES: Lease operating $ 355,365 $ 570,623 Production tax 245,143 152,920 Depreciation, depletion, and amortization of oil and gas properties 123,776 411,376 General and administrative (Note 2) 242,950 240,419 ---------- ---------- $ 967,234 $1,375,338 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,273,341 $1,669,870 Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 673) - ---------- ---------- NET INCOME $2,272,668 $1,669,870 ========== ========== GENERAL PARTNER - NET INCOME $ 238,005 $ 203,457 ========== ========== LIMITED PARTNERS - NET INCOME $2,034,663 $1,466,413 ========== ========== NET INCOME per unit $ 7.71 $ 5.56 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,272,668 $1,669,870 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) 673 - Depreciation, depletion, and amortization of oil and gas properties 123,776 411,376 Decrease in accounts receivable - related party 10 - (Increase) decrease in accounts receivable - oil and gas sales 53,620 ( 80,436) Decrease in deferred charge 31,045 89,275 Decrease in accounts payable ( 1,526) ( 154,017) Decrease in accrued liability ( 8,465) - ---------- ---------- Net cash provided by operating activities $2,471,801 $1,936,068 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 36,944) ($ 119,383) Proceeds from sale of oil and gas properties 878 - ---------- ---------- Net cash used by investing activities ($ 36,066) ($ 119,383) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,191,849) ($1,859,409) ---------- ---------- Net cash used by financing activities ($2,191,849) ($1,859,409) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 243,886 ($ 42,724) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 718,665 874,852 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 962,551 $ 832,128 ========== ========== 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, 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 503,074 $ 397,754 Accounts receivable: Related party (Note 2) - 586 Oil and gas sales 310,112 346,664 ---------- ---------- Total current assets $ 813,186 $ 745,004 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 483,669 461,645 DEFERRED CHARGE 184,282 184,282 ---------- ---------- $1,481,137 $1,390,931 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 49,313 $ 57,077 Gas imbalance payable 12,396 12,396 ---------- ---------- Total current liabilities $ 61,709 $ 69,473 LONG-TERM LIABILITIES: Accrued liability $ 9,911 $ 12,518 Asset retirement obligation (Note 1) 78,720 - ---------- ---------- Total long-term liabilities $ 88,631 $ 12,518 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 51,219) ($ 48,554) Limited Partners, issued and outstanding, 138,336 units 1,382,016 1,357,494 ---------- ---------- Total Partners' capital $1,330,797 $1,308,940 ---------- ---------- $1,481,137 $1,390,931 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Oil and gas sales $510,724 $604,146 Interest income 761 950 -------- -------- $511,485 $605,096 COSTS AND EXPENSES: Lease operating $ 80,394 $ 99,630 Production tax 42,522 50,431 Depreciation, depletion, and amortization of oil and gas properties 21,374 147,244 General and administrative (Note 2) 42,501 40,973 -------- -------- $186,791 $338,278 -------- -------- NET INCOME $324,694 $266,818 ======== ======== GENERAL PARTNER - NET INCOME $ 51,583 $ 60,494 ======== ======== LIMITED PARTNERS - NET INCOME $273,111 $206,324 ======== ======== NET INCOME per unit $ 1.97 $ 1.50 ======== ======== 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, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- REVENUES: Oil and gas sales $1,782,665 $1,811,852 Interest income 2,387 2,888 ---------- ---------- $1,785,052 $1,814,740 COSTS AND EXPENSES: Lease operating $ 198,053 $ 390,814 Production tax 138,177 108,314 Depreciation, depletion, and amortization of oil and gas properties 78,951 250,421 General and administrative (Note 2) 137,168 134,989 ---------- ---------- $ 552,349 $ 884,538 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,232,703 $ 930,202 Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 586) - ---------- ---------- NET INCOME $1,232,117 $ 930,202 ========== ========== GENERAL PARTNER - NET INCOME $ 195,595 $ 174,156 ========== ========== LIMITED PARTNERS - NET INCOME $1,036,522 $ 756,046 ========== ========== NET INCOME per unit $ 7.49 $ 5.47 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ----------- ----------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,232,117 $ 930,202 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) 586 - Depreciation, depletion, and amortization of oil and gas properties 78,951 250,421 Decrease in accounts receivable - related party 7 - (Increase) decrease in accounts receivable - oil and gas sales 36,552 ( 46,273) Decrease in deferred charge - 74,926 Decrease in accounts payable ( 7,764) ( 98,295) Decrease in accrued liability ( 2,607) - ---------- ---------- Net cash provided by operating activities $1,337,842 $1,110,981 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 22,723) ($ 59,227) Proceeds from sale of oil and gas properties 461 - ---------- ---------- Net cash used by investing activities ($ 22,262) ($ 59,227) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,210,260) ($1,088,782) ---------- ---------- Net cash used by financing activities ($1,210,260) ($1,088,782) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 105,320 ($ 37,028) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 397,754 494,899 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 503,074 $ 457,871 ========== ========== 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, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 882,349 $ 480,424 Accounts receivable: Oil and gas sales 496,076 518,374 ---------- ---------- Total current assets $1,378,425 $ 998,798 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,744,903 1,694,533 DEFERRED CHARGE 57,867 57,867 ---------- ---------- $3,181,195 $2,751,198 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 82,360 $ 143,943 Gas imbalance payable 43,923 43,923 ---------- ---------- Total current liabilities $ 126,283 $ 187,866 LONG-TERM LIABILITIES: Accrued liability $ 196,167 $ 196,167 Asset retirement obligation (Note 1) 195,540 - ---------- ---------- Total long-term liabilities $ 391,707 $ 196,167 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 147,377) ($ 150,636) Limited Partners, issued and outstanding, 244,536 units 2,810,582 2,517,801 ---------- ---------- Total Partners' capital $2,663,205 $2,367,165 ---------- ---------- $3,181,195 $2,751,198 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Oil and gas sales $756,408 $664,913 Interest income 1,332 1,084 -------- -------- $757,740 $665,997 COSTS AND EXPENSES: Lease operating $105,493 $106,641 Production tax 54,176 63,173 Depreciation, depletion, and amortization of oil and gas properties 47,365 52,043 General and administrative (Note 2) 73,072 69,809 -------- -------- $280,106 $291,666 -------- -------- NET INCOME $477,634 $374,331 ======== ======== GENERAL PARTNER - NET INCOME $ 51,893 $ 42,009 ======== ======== LIMITED PARTNERS - NET INCOME $425,741 $332,322 ======== ======== NET INCOME per unit $ 1.74 $ 1.36 ======== ======== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $2,875,739 $1,950,464 Interest income 3,657 3,110 Gain on sale of oil and gas properties - 17,501 ---------- ---------- $2,879,396 $1,971,075 COSTS AND EXPENSES: Lease operating $ 423,962 $ 401,527 Production tax 198,867 136,950 Depreciation, depletion, and amortization of oil and gas properties 146,921 188,186 General and administrative (Note 2) 225,930 223,471 ---------- ---------- $ 995,680 $ 950,134 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,883,716 $1,020,941 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,317 - ---------- ---------- NET INCOME $1,886,033 $1,020,941 ========== ========== GENERAL PARTNER - NET INCOME $ 201,252 $ 118,720 ========== ========== LIMITED PARTNERS - NET INCOME $1,684,781 $ 902,221 ========== ========== NET INCOME per unit $ 6.89 $ 3.69 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,886,033 $1,020,941 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,317) - Depreciation, depletion, and amortization of oil and gas properties 146,921 188,186 Gain on sale of oil and gas properties - ( 17,501) (Increase) decrease in accounts receivable - oil and gas sales 22,298 ( 64,000) Increase (decrease) in accounts payable ( 61,583) 19,307 ---------- ---------- Net cash provided by operating activities $1,991,352 $1,146,933 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 17,815) ($ 85,587) Proceeds from sale of oil and gas properties 18,381 18,940 ---------- ---------- Net cash provided (used) by investing activities $ 566 ($ 66,647) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,589,993) ($ 955,046) ---------- ---------- Net cash used by financing activities ($1,589,993) ($ 955,046) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 401,925 $ 125,240 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 480,424 371,012 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 882,349 $ 496,252 ========== ========== 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, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 492,989 $ 306,024 Accounts receivable: Oil and gas sales 342,893 386,024 ---------- ---------- Total current assets $ 835,882 $ 692,048 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 778,911 755,553 DEFERRED CHARGE 10,949 10,949 ---------- ---------- $1,625,742 $1,458,550 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 92,974 $ 171,347 ---------- ---------- Total current liabilities $ 92,974 $ 171,347 LONG-TERM LIABILITIES: Accrued liability $ 251,798 $ 251,798 Asset retirement obligation (Note 1) 109,658 - ---------- ---------- Total long-term liabilities $ 361,456 $ 251,798 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 48,788) ($ 50,949) Limited Partners, issued and outstanding, 131,008 units 1,220,100 1,086,354 ---------- ---------- Total Partners' capital $1,171,312 $1,035,405 ---------- ---------- $1,625,742 $1,458,550 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Oil and gas sales $441,500 $447,909 Interest income 752 580 -------- -------- $442,252 $448,489 COSTS AND EXPENSES: Lease operating $128,294 $145,575 Production tax 31,834 32,635 Depreciation, depletion, and amortization of oil and gas properties 28,131 36,541 General and administrative (Note 2) 39,783 38,398 -------- -------- $228,042 $253,149 -------- -------- NET INCOME $214,210 $195,340 ======== ======== GENERAL PARTNER - NET INCOME $ 23,877 $ 22,764 ======== ======== LIMITED PARTNERS - NET INCOME $190,333 $172,576 ======== ======== NET INCOME per unit $ 1.45 $ 1.32 ======== ======== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $1,968,194 $1,382,847 Interest income 2,153 1,341 Gain on sale of oil and gas properties - 15,250 ---------- ---------- $1,970,347 $1,399,438 COSTS AND EXPENSES: Lease operating $ 433,673 $ 467,780 Production tax 139,268 99,154 Depreciation, depletion, and amortization of oil and gas properties 80,862 93,383 General and administrative (Note 2) 131,031 128,831 ---------- ---------- $ 784,834 $ 789,148 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,185,513 $ 610,290 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,875 - ---------- ---------- NET INCOME $1,188,388 $ 610,290 ========== ========== GENERAL PARTNER - NET INCOME $ 125,642 $ 69,299 ========== ========== LIMITED PARTNERS - NET INCOME $1,062,746 $ 540,991 ========== ========== NET INCOME per unit $ 8.11 $ 4.13 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,188,388 $610,290 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,875) - Depreciation, depletion, and amortization of oil and gas properties 80,862 93,383 Gain on sale of oil and gas properties - ( 15,250) (Increase) decrease in accounts receivable - oil and gas sales 43,131 ( 49,524) Decrease in accounts payable ( 78,373) ( 22,357) ---------- -------- Net cash provided by operating activities $1,231,133 $616,542 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,662) ($114,166) Proceeds from the sale of oil and gas properties 13,975 16,281 ---------- -------- Net cash provided (used) by investing activities $ 8,313 ($ 97,885) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,052,481) ($380,880) ---------- -------- Net cash used by financing activities ($1,052,481) ($380,880) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 186,965 $137,777 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 306,024 160,008 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 492,989 $297,785 ========== ======== 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, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,397,664 $ 801,420 Accounts receivable: Oil and gas sales 1,178,469 924,827 ---------- ---------- Total current assets $2,576,133 $1,726,247 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,621,271 2,646,994 DEFERRED CHARGE 60,913 69,176 ---------- ---------- $5,258,317 $4,442,417 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 468,795 $ 746,759 Accrued liability - other (Note 1) - 122,289 Gas imbalance payable 2,736 2,736 ---------- ---------- Total current liabilities $ 471,531 $ 871,784 LONG-TERM LIABILITIES: Accrued liability $ 328,632 $ 328,632 Asset retirement obligation (Note 1) 265,364 - ---------- ---------- Total long-term liabilities $ 593,996 $ 328,632 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 177,257) ($ 250,684) Limited Partners, issued and outstanding, 418,266 units 4,370,047 3,492,685 ---------- ---------- Total Partners' capital $4,192,790 $3,242,001 ---------- ---------- $5,258,317 $4,442,417 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $1,694,268 $1,185,582 Interest income 1,705 765 ---------- ---------- $1,695,973 $1,186,347 COSTS AND EXPENSES: Lease operating $ 703,317 $ 782,879 Production tax 117,325 66,084 Depreciation, depletion, and amortization of oil and gas properties 100,071 114,801 General and administrative (Note 2) 124,495 118,351 ---------- ---------- $1,045,208 $1,082,115 ---------- ---------- NET INCOME $ 650,765 $ 104,232 ========== ========== GENERAL PARTNER - NET INCOME $ 73,913 $ 20,679 ========== ========== LIMITED PARTNERS - NET INCOME $ 576,852 $ 83,553 ========== ========== NET INCOME per unit $ 1.38 $ .20 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $5,671,907 $4,084,397 Interest income 3,973 1,681 Gain on abandonment 1,848 - ---------- ---------- $5,677,728 $4,086,078 COSTS AND EXPENSES: Lease operating $2,042,754 $2,296,190 Production tax 390,795 249,117 Depreciation, depletion, and amortization of oil and gas properties 282,208 259,320 General and administrative (Note 2) 373,638 371,420 ---------- ---------- $3,089,395 $3,176,047 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $2,588,333 $ 910,031 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,725 - ---------- ---------- NET INCOME $2,591,058 $ 910,031 ========== ========== GENERAL PARTNER - NET INCOME $ 283,696 $ 114,174 ========== ========== LIMITED PARTNERS - NET INCOME $2,307,362 $ 795,857 ========== ========== NET INCOME per unit $ 5.52 $ 1.90 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,591,058 $910,031 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 2,725) - Depreciation, depletion, and amortization of oil and gas properties 282,208 259,320 Gain on abandonment ( 1,848) - Increase in accounts receivable - oil and gas sales ( 253,642) ( 190,139) Decrease in deferred charge 8,263 - Decrease in accounts payable ( 277,964) ( 161,451) Decrease in accrued liability - other ( 122,289) - ---------- -------- Net cash provided by operating activities $2,223,061 $817,761 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 16,896) ($411,763) Proceeds from sale of oil and gas properties 30,348 1,374 ---------- -------- Net cash provided (used) by investing activities $ 13,452 ($410,389) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,640,269) ($171,358) ---------- -------- Net cash used by financing activities ($1,640,269) ($171,358) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 596,244 $236,014 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 801,420 440,024 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,397,664 $676,038 ========== ======== 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, 2003 2002 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 532,400 $ 284,588 Accounts receivable: Oil and gas sales 470,360 348,300 ---------- ---------- Total current assets $1,002,760 $ 632,888 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,730,750 1,764,313 DEFERRED CHARGE 26,052 29,946 ---------- ---------- $2,759,562 $2,427,147 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 88,422 $ 118,741 Accrued liability - other (Note 1) - 102,690 Gas imbalance payable 2,295 2,295 ---------- ---------- Total current liabilities $ 90,717 $ 223,726 LONG-TERM LIABILITIES: Accrued liability $ 126,076 $ 118,005 Asset retirement obligation (Note 1) 141,906 - ---------- ---------- Total long-term liabilities $ 267,982 $ 118,005 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 148,093) ($ 159,621) Limited Partners, issued and outstanding, 221,484 units 2,548,956 2,245,037 ---------- ---------- Total Partners' capital $2,400,863 $2,085,416 ---------- ---------- $2,759,562 $2,427,147 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Oil and gas sales $532,513 $371,424 Interest income 711 368 -------- -------- $533,224 $371,792 COSTS AND EXPENSES: Lease operating $150,230 $132,369 Production tax 31,385 14,456 Depreciation, depletion, and amortization of oil and gas properties 40,193 73,126 General and administrative (Note 2) 66,409 63,528 -------- -------- $288,217 $283,479 -------- -------- NET INCOME $245,007 $ 88,313 ======== ======== GENERAL PARTNER - NET INCOME $ 13,822 $ 7,323 ======== ======== LIMITED PARTNERS - NET INCOME $231,185 $ 80,990 ======== ======== NET INCOME per unit $ 1.05 $ .36 ======== ======== 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, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- REVENUES: Oil and gas sales $2,019,578 $1,234,005 Interest income 1,644 1,291 Gain on abandonment 903 - ---------- ---------- $2,022,125 $1,235,296 COSTS AND EXPENSES: Lease operating $ 459,789 $ 385,552 Production tax 113,598 57,116 Depreciation, depletion, and amortization of oil and gas properties 180,351 177,105 General and administrative (Note 2) 206,977 204,621 ---------- ---------- $ 960,715 $ 824,394 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $1,061,410 $ 410,902 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 3,712 - ---------- ---------- NET INCOME $1,065,122 $ 410,902 ========== ========== GENERAL PARTNER - NET INCOME $ 60,203 $ 27,565 ========== ========== LIMITED PARTNERS - NET INCOME $1,004,919 $ 383,337 ========== ========== NET INCOME per unit $ 4.54 $ 1.73 ========== ========== 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, 2003 AND 2002 (Unaudited) 2003 2002 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,065,122 $410,902 Adjustments to reconcile net income to net cash provided by operating activities: Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 3,712) - Depreciation, depletion, and amortization of oil and gas properties 180,351 177,105 Gain on abandonment ( 903) - Increase in accounts receivable - oil and gas sales ( 122,060) ( 26,373) Decrease in deferred charge 3,894 - Increase (decrease) in accounts payable ( 30,319) 52,903 Decrease in accrued liability - other ( 102,690) - Increase in accrued liability 8,071 - ---------- -------- Net cash provided by operating activities $ 997,754 $614,537 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 12,842) ($ 42,290) Proceeds from the sale of oil and gas properties 12,575 1,273 ---------- -------- Net cash used by investing activities ($ 267) ($ 41,017) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 749,675) ($483,746) ---------- -------- Net cash used by financing activities ($ 749,675) ($483,746) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 247,812 $ 89,774 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 284,588 144,433 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 532,400 $234,207 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -25- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2003 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 2003, statements of operations for the three and nine months ended September 30, 2003 and 2002, and statements of cash flows for the nine months ended September 30, 2003 and 2002 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, 2003, the results of operations for three and nine months ended September 30, 2003 and 2002, and the cash flows for the nine months ended September 30, 2003 and 2002. 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, 2002. The results of operations for the period ended September 30, 2003 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. -26- 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 and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. ACCRUED LIABILITY - OTHER - --------------------------- The accrued liability - other at December 31, 2002 for the III-E and III-F Partnerships represents a charge accrued for the payment of refund amounts to royalty and overriding royalty interest owners in relation to the R.W. Scott Investments, LLC v. Samson Resources Company lawsuit. Such amounts were repaid during the first quarter of 2003. NEW ACCOUNTING PRONOUNCEMENTS - ----------------------------- 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). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership: -27- Increase (decrease) Increase in in Net Income Capitalized for the Cost of Oil Change in Asset and Gas Accounting Retirement Partnerships Properties Principle Obligation ------------ ----------- ---------- ---------- III-A $109,000 ($1,000) $110,000 III-B 76,000 ( 1,000) 77,000 III-C 192,000 2,000 190,000 III-D 109,000 3,000 106,000 III-E 264,000 3,000 261,000 III-F 144,000 4,000 140,000 These amounts differ significantly from the estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2002 due to a revision of the methodology used in calculating the change in capitalized cost of oil and gas properties. The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $4,000, $3,000, $7,000, $5,000, $17,000, and $9,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset retirement obligation and depletion of the increase in capitalized cost of oil and gas properties. If this accounting policy had been in effect on January 1, 2002, the proforma impact for the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships during the nine months ended September 30, 2002 would have been an increase in depreciation, depletion, and amortization expense of approximately $4,000, $3,000, $7,000, $4,000, $13,000, and $7,000, respectively. 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, 2003, the following payments were made to the General Partner or its affiliates by the Partnerships: -28- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 9,878 $ 69,468 III-B 6,096 36,405 III-C 8,719 64,353 III-D 5,307 34,476 III-E 14,425 110,070 III-F 8,125 58,284 During the nine months ended September 30, 2003, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 34,546 $208,404 III-B 27,953 109,215 III-C 32,871 193,059 III-D 27,603 103,428 III-E 43,428 330,210 III-F 32,125 174,852 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. -29- 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. -30- 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 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, 2003 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. 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 $411,763, 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 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%. The recompletion was successful leading to an increase in both oil and gas reserves and production on this well. Any other capital expenditures incurred by the Partnerships during the nine -31- months ended September 30, 2003 and 2002 were not material to the Partnerships' cash flows. 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, III-E, and III-F Partnerships for the second two-year extension period. Therefore, the Partnerships are currently scheduled to terminate on the dates indicated in the "Current Termination Date" column of the following chart. Initial Extensions Current Partnership Termination Date Exercised Termination Date ----------- ----------------- --------- ----------------- III-A November 22, 1999 2 November 22, 2003 III-B January 24, 2000 2 January 24, 2004 III-C February 28, 2000 2 February 28, 2004 III-D September 5, 2000 2 September 5, 2004 III-E December 26, 2000 2 December 26, 2004 III-F March 7, 2001 2 March 7, 2005 The General Partner currently intends to extend the terms of the III-A, III-B, and III-C Partnerships for their third extension period, but has not yet determined whether it intends to further extend the terms of any other Partnerships. CRITICAL ACCOUNTING POLICIES - ---------------------------- 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 the properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. -32- Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the units-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less that complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of oil and gas properties within a field exceeds the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the estimated discounted future cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease. The Deferred Charge on the Balance Sheets represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the Deferred Charge and Accrued Liability is the annual average production costs per Mcf. The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its' pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices received for the volumes at the time the overproduction occurred. This also approximates the price for which the Partnerships are currently settling this liability. These -33- amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by negotiated or contractual payment to the underproduced party. 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). On January 1, 2003, the Partnerships adopted FAS No. 143 and recorded an increase in capitalized cost of oil and gas properties, an increase (decrease) in net income for the cumulative effect of the change in accounting principle, and an asset retirement obligation in the following approximate amounts for each Partnership: Increase (decrease) Increase in in Net Income Capitalized for the Cost of Oil Change in Asset and Gas Accounting Retirement Partnerships Properties Principle Obligation ------------ ----------- ---------- ---------- III-A $109,000 ($1,000) $110,000 III-B 76,000 ( 1,000) 77,000 III-C 192,000 2,000 190,000 III-D 109,000 3,000 106,000 III-E 264,000 3,000 261,000 III-F 144,000 4,000 140,000 These amounts differ significantly from the estimates disclosed in the Annual Report on Form 10-K for the year ended December 31, 2002 due to a revision of the methodology used in calculating the change in capitalized cost of oil and gas properties. The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $4,000, $3,000, $7,000, $5,000, $17,000, and $9,000, respectively, of an increase in depreciation, depletion, and amortization expense, which was comprised of accretion of the asset -34- retirement obligation and depletion of the increase in capitalized cost of oil and gas properties. 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. 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. -35- III-A Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 60,496 3,866,700 Production (13,075) ( 158,528) Revisions of previous estimates 3,790 49,870 ------ --------- Proved reserves, March 31, 2003 51,211 3,758,042 Production (12,045) ( 110,375) Revisions of previous estimates 13,010 799,504 ------ --------- Proved reserves, June 30, 2003 52,176 4,447,171 Production ( 9,725) ( 132,867) Extensions and discoveries 82 37,109 Revisions of previous estimates 3,229 56,355 ------ --------- Proved reserves, Sept. 30, 2003 45,762 4,407,768 ====== ========= -36- III-B Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 46,684 1,676,027 Production ( 9,175) ( 80,507) Revisions of previous estimates 2,237 23,613 ------ --------- Proved reserves, March 31, 2003 39,746 1,619,133 Production (17,445) ( 131,405) Revisions of previous estimates 14,485 443,482 ------ --------- Proved reserves, June 30, 2003 36,786 1,931,210 Production ( 6,905) ( 62,163) Extensions and discoveries 35 15,638 Revisions of previous estimates 1,291 35,711 ------ --------- Proved reserves, Sept. 30, 2003 31,207 1,920,396 ====== ========= -37- III-C Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 110,916 4,928,613 Production ( 5,914) ( 181,104) Revisions of previous estimates 876 ( 18,213) ------- --------- Proved reserves, March 31, 2003 105,878 4,729,296 Production ( 3,660) ( 170,277) Revisions of previous estimates 184 590,139 ------- --------- Proved reserves, June 30, 2003 102,402 5,149,158 Production ( 1,918) ( 155,930) Extensions and discoveries 12 6,491 Revisions of previous estimates 4,312 ( 30,091) ------- --------- Proved reserves, Sept. 30, 2003 104,808 4,969,628 ======= ========= -38- III-D Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 236,192 2,667,538 Production ( 8,579) ( 113,755) Revisions of previous estimates 800 ( 18,987) ------- --------- Proved reserves, March 31, 2003 228,413 2,534,796 Production ( 6,342) ( 105,200) Revisions of previous estimates ( 40,773) 177,661 ------- --------- Proved reserves, June 30, 2003 181,298 2,607,257 Production ( 5,752) ( 72,862) Revisions of previous estimates ( 33,896) ( 54,834) ------- --------- Proved reserves, Sept. 30, 2003 141,650 2,479,561 ======= ========= -39- III-E Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) ----------- ------------ Proved reserves, Dec. 31, 2002 1,259,858 7,254,259 Production ( 33,458) ( 198,493) Revisions of previous estimates ( 5,741) ( 60,612) --------- --------- Proved reserves, March 31, 2003 1,220,659 6,995,154 Production ( 29,243) ( 242,845) Extensions and discoveries 310 20,701 Revisions of previous estimates ( 320,192) 74,885 --------- --------- Proved reserves, June 30, 2003 871,534 6,847,895 Production ( 33,971) ( 199,127) Extensions and discoveries 20 1,712 Revisions of previous estimates ( 246,623) ( 168,166) --------- --------- Proved reserves, Sept. 30, 2003 590,960 6,482,314 ========= ========= -40- III-F Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2002 224,872 4,664,302 Production ( 5,382) ( 137,370) Revisions of previous estimates 13,058 98,851 ------- --------- Proved reserves, March 31, 2003 232,548 4,625,783 Production ( 4,914) ( 84,148) Extensions and discoveries 266 17,879 Revisions of previous estimates 66,707 ( 65,453) ------- --------- Proved reserves, June 30, 2003 294,607 4,494,061 Production ( 5,094) ( 94,683) Extensions and discoveries 11 986 Revisions of previous estimates ( 22,750) ( 144,072) ------- --------- Proved reserves, Sept. 30, 2003 266,774 4,256,292 ======= ========= 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 September 30, 2003, June 30, 2003, March 31, 2003, and December 31, 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 not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The table also indicates the gas prices in effect on the dates corresponding to the reserve valuations. Changes in the oil and gas prices cause the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves to fluctuate. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil -41- and gas production subsequent to September 30, 2003. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2003 will actually be realized for such production. Net Present Value of Reserves (In 000's) --------------------------------------------------- Partnership 9/30/03 6/30/03 3/31/03 12/31/02 ----------- ------- ------- ------- -------- III-A $10,292 $11,647 $10,868 $10,584 III-B 4,816 5,431 5,090 5,037 III-C 10,375 13,014 12,887 12,473 III-D 5,486 7,347 7,661 7,656 III-E 13,846 17,664 20,367 20,987 III-F 8,917 10,522 10,486 10,539 Oil and Gas Prices --------------------------------------------------- Pricing 9/30/03 6/30/03 3/31/03 12/31/02 ----------- ------- ------- ------- -------- Oil (Bbl) $ 26.00 $ 27.00 $ 27.75 $ 28.00 Gas (Mcf) 4.58 5.18 5.06 4.74 The Jay-Little Escambia Creek Field Unit located in Santa Rosa County, Florida is a material oil and gas property for the III-D and III-E Partnerships. This property, consisting of several oil and gas producing wells, several nitrogen gas injection wells (to stimulate production), and a gas plant, is operated by ExxonMobil. The injection process leads to very high operating costs. As a result, changes in oil (in particular) and natural gas prices can significantly impact net cash flow and the estimated net present value of this property's proved reserves. Based on information received from the operator, in late 2001 through early 2003 this property experienced mechanical and operational difficulties primarily associated with the nitrogen injection system and gas plant operations. Also, the drilling of a directional well has significantly exceeded the operator's original cost estimates. Recently, the operator notified the working interest owners that additional costs would be incurred in order to plug several wells. As a result of these costs, cash flow from this property has been reduced and at times has been negative. This property is very sensitive to changes in oil prices and production volumes. Until the operator completes repairs, drilling, and plugging activities, this property's cash flows could continue to be low or negative despite relatively high oil and gas prices. Compared to June 30, 2003 reserve estimates, the September 30, 2003 reserve estimates include a significant downward adjustment in future oil production as well as an increase in estimated future operating expenses, thereby reducing reserve value estimates. These changes have been made as a result of the continued performance (reduced oil production and higher production expenses over the last several months) associated with this property. While Geodyne has received verbal assurances from ExxonMobil that production issues -42- were expected to improve, this has not been evidenced in results to date. The Partnerships had downward revisions in the estimated net present value of reserves at September 30, 2003 as compared to June 30, 2003 primarily due to decreases in the oil and gas prices used to value the reserves. 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: * 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; * 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, to an extent, 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 -43- early 2002, to rising prices in the later part of 2002 and early 2003. 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. III-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- ---------- Oil and gas sales $944,055 $1,051,646 Oil and gas production expenses $217,046 $ 230,722 Barrels produced 9,725 14,389 Mcf produced 132,867 251,519 Average price/Bbl $ 28.14 $ 26.65 Average price/Mcf $ 5.05 $ 2.66 As shown in the table above, total oil and gas sales decreased $107,591 (10.2%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this decrease, approximately $124,000 and $315,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $14,000 and $317,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,664 barrels and 118,652 Mcf, respectively, for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. 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) a positive prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002, (ii) a substantial decline in -44- production during the three months ended September 30, 2003 on one significant well following the workover of that well during early 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to previously high levels of production. Average oil and gas prices increased to $28.14 per barrel and $5.05 per Mcf, respectively, for the three months ended September 30, 2003 from $26.65 per barrel and $2.66 per Mcf, respectively, for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $13,676 (5.9%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 23.0% for the three months ended September 30, 2003 from 21.9% for the three months ended September 30, 2002. Depreciation, depletion, and amortization of oil and gas properties decreased $206,859 (85.4%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) two significant wells being fully depleted during the three months ended September 30, 2002 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 3.8% for the three months ended September 30, 2003 from 23.0% for the three months ended September 30, 2002. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $3,601 (4.8%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 8.4% for the three months ended September 30, 2003 from 7.2% for the three months ended September 30, 2002. This percentage increase was primarily due to the decrease in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $3,235,948 $3,039,666 Oil and gas production expenses $ 600,508 $ 723,543 Barrels produced 34,845 42,011 Mcf produced 401,770 771,150 Average price/Bbl $ 29.56 $ 23.42 Average price/Mcf $ 5.49 $ 2.67 As shown in the table above, total oil and gas sales increased $196,282 (6.5%) for the nine months ended -45- September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $214,000 and $1,135,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $168,000 and $985,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 7,166 barrels and 369,380 Mcf, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by an increase in production during the nine months ended September 30, 2003 on one significant well due to the successful workover of that well during mid 2002. The decrease in volumes of gas sold was primarily due to (i) a substantial decline in production during the nine months ended September 30, 2003 on one significant well following the workover of that well during early 2002, (ii) positive prior period gas balancing adjustments on two significant wells during the nine months ended September 30, 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to previously high levels of production. Average oil and gas prices increased to $29.56 per barrel and $5.49 per Mcf, respectively, for the nine months ended September 30, 2003 from $23.42 per barrel and $2.67 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $123,035 (17.0%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments on two significant wells during the nine months ended September 30, 2002, and (iii) workover expenses incurred on two significant wells during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 18.6% for the nine months ended September 30, 2003 from 23.8% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $287,600 (69.9%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) two significant wells being fully depleted during the nine months ended September 30, 2002 due to the lack of remaining economically recoverable reserves, and (iii) upward revisions in the estimates of remaining oil and gas reserves for the nine months ended September 30, 2003. As a percentage of oil and gas sales, this expense decreased to -46- 3.8% for the nine months ended September 30, 2003 from 13.5% for the nine months ended September 30, 2002. This percentage decrease was primarily due to dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,531 (1.1%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 7.5% for the nine months ended September 30, 2003 from 7.9% for the nine months ended September 30, 2002. The Limited Partners have received cash distributions through September 30, 2003 totaling $35,897,701 or 135.99% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Oil and gas sales $510,724 $604,146 Oil and gas production expenses $122,916 $150,061 Barrels produced 6,905 10,164 Mcf produced 62,163 133,451 Average price/Bbl $ 28.62 $ 26.59 Average price/Mcf $ 5.04 $ 2.50 As shown in the table above, total oil and gas sales decreased $93,422 (15.5%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this decrease, approximately $87,000 and $178,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $14,000 and $158,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 3,259 barrels and 71,288 Mcf, respectively, for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. 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) a positive prior period gas balancing adjustment on one significant well during the three months ended September 30, 2002, (ii) a substantial decline in production during the three months ended September 30, 2003 on one significant well following the workover of that well during early 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to previously high levels of production. Average oil and gas prices increased to $28.62 per barrel and $5.04 per Mcf, respectively, for the three months ended -47- September 30, 2003 from $26.59 per barrel and $2.50 per Mcf, respectively, for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $27,145 (18.1%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease 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, (ii) workover expenses incurred on two wells within the same unit during the three months ended September 30, 2002, and (iii) workover expenses incurred on another significant well during the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 24.1% for the three months ended September 30, 2003 from 24.8% for the three months ended September 30, 2002. Depreciation, depletion, and amortization of oil and gas properties decreased $125,870 (85.5%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold and (ii) two significant wells being fully depleted during the three months ended September 30, 2002 due to the lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, this expense decreased to 4.2% for the three months ended September 30, 2003 from 24.4% for the three months ended September 30, 2002. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $1,528 (3.7%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 8.3% for the three months ended September 30, 2003 from 6.8% for the three months ended September 30, 2002. -48- NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $1,782,665 $1,811,852 Oil and gas production expenses $ 336,230 $ 499,128 Barrels produced 24,350 30,381 Mcf produced 193,568 422,121 Average price/Bbl $ 29.73 $ 23.54 Average price/Mcf $ 5.47 $ 2.60 As shown in the table above, total oil and gas sales decreased $29,187 (1.6%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this decrease, approximately $142,000 and $594,000, respectively, were related to decreases in volumes of oil and gas sold. These decreases were partially offset by increases of approximately $151,000 and $556,000, respectively, related to increases in the average prices of oil and gas sold. Volumes of oil and gas sold decreased 6,031 barrels and 228,553 Mcf, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by an increase in production during the nine months ended September 30, 2003 on one significant well due to the successful workover of that well during mid 2002. The decrease in volumes of gas sold was primarily due to (i) a substantial decline in production during the nine months ended September 30, 2003 on one significant well following the workover of that well during early 2002, (ii) positive prior period gas balancing adjustments on two significant wells during the nine months ended September 30, 2002, and (iii) normal declines in production. The well with a substantial decline in production is not expected to return to previously high levels of production. Average oil and gas prices increased to $29.73 per barrel and $5.47 per Mcf, respectively, for the nine months ended September 30, 2003 from $23.54 per barrel and $2.60 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $162,898 (32.6%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, (ii) positive prior period lease operating expense adjustments on two significant wells during the nine months ended September 30, 2002, and (iii) workover expenses incurred on two significant wells during the nine months ended September 30, 2002. As a percentage of oil and gas -49- sales, these expenses decreased to 18.9% for the nine months ended September 30, 2003 from 27.5% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $171,470 (68.5%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to (i) the decreases in volumes of oil and gas sold, (ii) two wells being fully depleted during the nine months ended September 30, 2002 due to the lack of remaining economically recoverable reserves, and (iii) upward revisions in the estimates of remaining oil and gas reserves for the nine months ended September 30, 2003. As a percentage of oil and gas sales, this expense decreased to 4.4% for the nine months ended September 30, 2003 from 13.8% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the dollar decrease in deprecation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,179 (1.6%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 7.7% for the nine months ended September 30, 2003 from 7.5% for the nine months ended September 30, 2002. The Limited Partners have received cash distributions through September 30, 2003 totaling $20,438,353 or 147.74% of Limited Partners' capital contributions. III-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Oil and gas sales $756,408 $664,913 Oil and gas production expenses $159,669 $169,814 Barrels produced 1,918 2,684 Mcf produced 155,930 208,418 Average price/Bbl $ 27.95 $ 28.00 Average price/Mcf $ 4.51 $ 2.83 As shown in the table above, total oil and gas sales increased $91,495 (13.8%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this increase, approximately $262,000 was related to an increase in the average price of gas sold. This increase was partially offset by decreases of approximately $21,000 and $149,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil -50- and gas sold decreased 766 barrels and 52,488 Mcf, respectively, for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by an increase in production on one significant well due to the successful recompletion of that well during late 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 three months ended September 30, 2003 in order to perform a workover on that well. The shut-in well is expected to return to production in late 2003. These decreases were partially offset by a positive prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2003. Average oil prices decreased to $27.95 per barrel for the three months ended September 30, 2003 from $28.00 per barrel for the three months ended September 30, 2002. Average gas prices increased to $4.51 per Mcf for the three months ended September 30, 2003 from $2.83 per Mcf for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $10,145 (6.0%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to (i) workover expenses incurred on several wells during the three months ended September 30, 2002, (ii) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold, and (iii) negative prior period production tax adjustments on one significant well during the three months ended September 30, 2003. These decreases were partially offset by workover expenses incurred on one significant well during the three months ended September 30, 2003. As a percentage of oil and gas sales, these expenses decreased to 21.1% for the three months ended September 30, 2003 from 25.5% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increase in the average price of gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $4,678 (9.0%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 6.3% for the three months ended September 30, 2003 from 7.8% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increase in the average price of gas sold. General and administrative expenses increased $3,263 (4.7%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 9.7% for the three months ended September 30, 2003 from 10.5% for the three months ended September 30, 2002. -51- NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $2,875,739 $1,950,464 Oil and gas production expenses $ 622,829 $ 538,477 Barrels produced 11,492 9,026 Mcf produced 507,311 637,144 Average price/Bbl $ 30.09 $ 23.96 Average price/Mcf $ 4.99 $ 2.72 As shown in the table above, total oil and gas sales increased $925,275 (47.4%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $1,149,000 was related to an increase in the average price of gas sold, which increase was partially offset by a decrease of approximately $353,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,466 barrels, while volumes of gas sold decreased 129,833 Mcf for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful recompletion of that well during late 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during the nine months ended September 30, 2003 in order to perform workovers on those wells. One shut-in well has returned to production and the other well is expected to return to production in late 2003. These decreases were partially offset by an increase in production on another significant well due to the successful completion of that well during early 2003. Average oil and gas prices increased to $30.09 per barrel and $4.99 per Mcf, respectively, for the nine months ended September 30, 2003 from $23.96 per barrel and $2.72 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $84,352 (15.7%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on one significant well during the nine months ended September 30, 2003. These increases were partially offset by (i) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2002, and (iii) lower workover expenses incurred on one significant well during the nine months ended September 30, 2003 than similar -52- expenses incurred on the same well during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 21.7% for the nine months ended September 30, 2003 from 27.6% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $41,265 (21.9%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense decreased to 5.1% for the nine months ended September 30, 2003 from 9.6% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $2,459 (1.1%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 7.9% for the nine months ended September 30, 2003 from 11.5% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2003 totaling $27,065,795 or 110.68% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Oil and gas sales $441,500 $447,909 Oil and gas production expenses $160,128 $178,210 Barrels produced 5,752 5,045 Mcf produced 72,862 121,285 Average price/Bbl $ 25.91 $ 24.76 Average price/Mcf $ 4.01 $ 2.66 As shown in the table above, total oil and gas sales decreased $6,409 (1.4%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this decrease, approximately $129,000 was related to a decrease in volumes of gas sold. This decrease was partially offset by increases of approximately (i) $7,000 and $98,000, respectively, related to increases in the average prices of oil and gas sold and (ii) $18,000 related to an increase in volumes of oil sold. Volumes of oil sold -53- increased 707 barrels, while volumes of gas sold decreased 48,423 Mcf for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful recompletion of that well during late 2002. 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 three months ended September 30, 2003 in order to perform a workover on that well, and (iii) a positive prior period volume adjustment made by the purchaser on another significant well during the three months ended September 30, 2002. The shut-in well is expected to return to production in late 2003. Average oil and gas prices increased to $25.91 per barrel and $4.01 per Mcf, respectively, for the three months ended September 30, 2003 from $24.76 per barrel and $2.66 per Mcf, respectively, for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $18,082 (10.1%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to (i) one-time repair and maintenance expenses incurred on one significant well during the three months ended September 30, 2002 and (ii) workover expenses incurred on several wells within the same unit during the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 36.3% for the three months ended September 30, 2003 from 39.8% for the three months ended September 30, 2002. Depreciation, depletion, and amortization of oil and gas properties decreased $8,410 (23.0%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to the decrease in volumes of gas sold. This decrease was partially offset by substantial downward revisions in the estimates of remaining oil and gas reserves on a large unitized property during the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.4% for three months ended September 30, 2003 from 8.2% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $1,385 (3.6%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses increased to 9.0% for the three months ended September 30, 2003 from 8.6% for the three months ended September 30, 2002. -54- NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $1,968,194 $1,382,847 Oil and gas production expenses $ 572,941 $ 566,934 Barrels produced 20,673 17,127 Mcf produced 291,817 389,844 Average price/Bbl $ 27.00 $ 21.25 Average price/Mcf $ 4.83 $ 2.61 As shown in the table above, total oil and gas sales increased $585,347 (42.3%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately (i) $119,000 and $647,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $75,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $256,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 3,546 barrels, while volumes of gas sold decreased 98,027 Mcf for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The increase in volumes of oil sold was primarily due to an increase in production on one significant well due to the successful recompletion of that well during late 2002. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of two significant wells during the nine months ended September 30, 2003 in order to perform workovers on those wells. One of the shut-in wells has returned to production and the other well is expected to return to production in late 2003. These decreases were partially offset by the successful completion of one significant well during early 2003. Average oil and gas prices increased to $27.00 per barrel and $4.83 per Mcf, respectively, for the nine months ended September 30, 2003 from $21.25 per barrel and $2.61 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $6,007 (1.1%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales and (ii) workover expenses incurred on one significant well during the nine months ended September 30, 2003. These increases were partially offset by (i) a decrease in lease operating expenses associated with the decrease in volumes of gas sold, (ii) lower workover expenses incurred on one significant well during the nine months ended September 30, 2003 than similar expenses incurred on the same wells during -55- the nine months ended September 30, 2002, and (iii) workover expenses incurred on several wells within the same unit during the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 29.1% for the nine months ended September 30, 2003 from 41.0% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $12,521 (13.4%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to the decrease in volumes of gas sold. This decrease was partially offset by substantial downward revisions in the estimates of remaining oil and gas reserves on a large unitized property during the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 4.1% for the nine months ended September 30, 2003 from 6.8% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $2,200 (1.7%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.7% for the nine months ended September 30, 2003 from 9.3% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2003 totaling $14,989,669 or 114.42% of Limited Partners' capital contributions. III-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $1,694,268 $1,185,582 Oil and gas production expenses $ 820,642 $ 848,963 Barrels produced 33,971 29,212 Mcf produced 199,127 202,835 Average price/Bbl $ 25.39 $ 23.97 Average price/Mcf $ 4.18 $ 2.39 As shown in the table above, total oil and gas sales increased $508,686 (42.9%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this increase, approximately (i) -56- $48,000 and $355,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $114,000 was related to an increase in volumes of oil sold. Volumes of oil sold increased 4,759 barrels, while volumes of gas sold decreased 3,708 Mcf for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. The increase in volumes of oil sold was primarily due to (i) the successful completion of two new wells within the same unit during mid 2003 and (ii) an increase in production on one significant well due to the successful workover of that well during early 2003. Average oil and gas prices increased to $25.39 per barrel and $4.18 per Mcf, respectively, for the three months ended September 30, 2003 from $23.97 per barrel and $2.39 per Mcf, respectively, for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $28,321 (3.3%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to workover expenses incurred on several wells within one unit during the three months ended September 30, 2002. This decrease was partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 48.4% for the three months ended September 30, 2003 from 71.6% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $14,730 (12.8%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to one significant well being fully depleted during the three months ended September 30, 2002 due to the lack of remaining economically recoverable reserves. This decrease was partially offset by substantial downward revisions in the estimates of remaining oil and gas reserves on a large unitized property during the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, this expense decreased to 5.9% for the three months ended September 30, 2003 from 9.7% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $6,144 (5.2%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 7.3% for the three months ended September 30, 2003 from 10.0% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. -57- NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------- 2003 2002 ---------- ---------- Oil and gas sales $5,671,907 $4,084,397 Oil and gas production expenses $2,433,549 $2,545,307 Barrels produced 96,672 100,957 Mcf produced 640,465 769,051 Average price/Bbl $ 26.13 $ 20.71 Average price/Mcf $ 4.91 $ 2.59 As shown in the table above, total oil and gas sales increased $1,587,510 (38.9%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $524,000 and $1,486,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $333,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 4,285 barrels and 128,586 Mcf, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by an increase in production on one significant well due to the successful workover of that well during early 2003. 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 nine months ended September 30, 2003 in order to perform a workover on that well. The shut-in well is expected to return to production in late 2003. Average oil and gas prices increased to $26.13 per barrel and $4.91 per Mcf, respectively, for the nine months ended September 30, 2003 from $20.71 per barrel and $2.59 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $111,758 (4.4%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This decrease was primarily due to (i) a decrease in lease operating expenses associated with the decreases in volumes of oil and gas sold and (ii) workover expenses incurred on several wells within one unit during the nine months ended September 30, 2002. These decreases were partially offset by an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 42.9% for the nine months ended September 30, 2003 from 62.3% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. -58- Depreciation, depletion, and amortization of oil and gas properties increased $22,888 (8.8%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to (i) substantial downward revisions in the estimates of remaining oil and gas reserves on a large unitized property during the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002, (ii) another significant well being fully depleted during the nine months ended September 30, 2003 due to the lack of remaining economically recoverable reserves, and (iii) the abandonment of another significant well during the nine months ended September 30, 2003 due to severe mechanical problems. These increases were partially offset by (i) another well being fully depleted during the nine months ended September 30, 2002 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 5.0% for the nine months ended September 30, 2003 from 6.3% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the nine months ended September 30, 2003 and 2002. As a percentage of oil and gas sales, these expenses decreased to 6.6% for the nine months ended September 30, 2003 from 9.1% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2003 totaling $45,787,016 or 109.47% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2002. Three Months Ended September 30, -------------------------------- 2003 2002 -------- -------- Oil and gas sales $532,513 $371,424 Oil and gas production expenses $181,615 $146,825 Barrels produced 5,094 5,448 Mcf produced 94,683 115,952 Average price/Bbl $ 27.38 $ 23.83 Average price/Mcf $ 4.15 $ 2.08 As shown in the table above, total oil and gas sales increased $161,089 (43.4%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. Of this increase, approximately $18,000 and $196,000, respectively, were related to increases in the -59- average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $44,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 354 barrels and 21,269 Mcf, respectively, for the three months ended September 30, 2003 as compared to 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, 2003 in order to perform repairs and maintenance on that well. The shut-in well is expected to return to production in late 2003. Average oil and gas prices increased to $27.38 per barrel and $4.15 per Mcf, respectively, for the three months ended September 30, 2003 from $23.83 per barrel and $2.08 per Mcf, respectively, for the three months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $34,790 (23.7%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This increase was primarily due to (i) workover expenses incurred on one significant well during the three months ended September 30, 2003 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 34.1% for the three months ended September 30, 2003 from 39.5% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties decreased $32,933 (45.0%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. This decrease was primarily due to (i) one significant well being fully depleted during the three months ended September 30, 2002 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 7.5% for the three months ended September 30, 2003 from 19.7% for the three months ended September 30, 2002. This percentage decrease was primarily due to (i) the increases in the average prices of oil and gas sold and (ii) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,881 (4.5%) for the three months ended September 30, 2003 as compared to the three months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 12.5% for the three months ended September 30, 2003 from 17.1% for the three months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. -60- NINE MONTHS ENDED SEPTEMBER 30, 2003 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2002. Nine Months Ended September 30, ------------------------------ 2003 2002 ---------- ---------- Oil and gas sales $2,019,578 $1,234,005 Oil and gas production expenses $ 573,387 $ 442,668 Barrels produced 15,390 18,000 Mcf produced 316,201 354,147 Average price/Bbl $ 28.92 $ 21.84 Average price/Mcf $ 4.98 $ 2.37 As shown in the table above, total oil and gas sales increased $785,573 (63.7%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. Of this increase, approximately $109,000 and $824,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $90,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,610 barrels and 37,946 Mcf, respectively, for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the abandonment of one significant well during early 2003 due to severe mechanical problems, and (iii) the shutting-in of another significant well during the nine months ended September 30, 2003 in order to perform a workover on that well. The operator has not yet determined when the shut-in well will return to production. 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 in order to perform repairs and maintenance on that well. The shut-in well is expected to return to production in late 2003. Average oil and gas prices increased to $28.92 per barrel and $4.98 per Mcf, respectively, for the nine months ended September 30, 2003 from $21.84 per barrel and $2.37 per Mcf, respectively, for the nine months ended September 30, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $130,719 (29.5%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. 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 nine months ended September 30, 2002, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) workover expenses incurred on another significant well during the nine months ended September 30, 2003. As a percentage of oil and gas sales, these expenses decreased to 28.4% for the nine months ended September 30, 2003 from 35.9% for the nine months ended September 30, 2002. This percentage decrease was primarily -61- due to the increases in the average prices of oil and gas sold. Depreciation, depletion, and amortization of oil and gas properties increased $3,246 (1.8%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. This increase was primarily due to (i) the abandonment of one significant well during the nine months ended September 30, 2003 due to severe mechanical problems and (ii) another significant well being fully depleted during the nine months ended September 30, 2003 due to the lack of remaining economically recoverable reserves. These increases were partially offset by (i) one significant well being fully depleted during the nine months ended September 30, 2002 due to the lack of remaining economically recoverable reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 8.9% for the nine months ended September 30, 2003 from 14.4% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $2,356 (1.2%) for the nine months ended September 30, 2003 as compared to the nine months ended September 30, 2002. As a percentage of oil and gas sales, these expenses decreased to 10.2% for the nine months ended September 30, 2003 from 16.6% for the nine months ended September 30, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2003 totaling $18,040,904 or 81.45% of Limited Partners' capital contributions. -62- 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 As of the end of this period covered by this report, the principal executive officer and principal financial officer conducted an evaluation of the Partnerships' disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934). Based on this evaluation, such officers concluded that the Partnerships' disclosure controls and procedures are effective to ensure that information required to be disclosed by the Partnerships in reports filed under the Exchange Act is recorded, processed, summarized, and reported accurately and within the time periods specified in the Securities and Exchange Commission rules and forms. -63- PART II. OTHER INFORMATION ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. -64- 32.1 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. 32.2 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. 32.3 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. 32.4 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-F. 32.5 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. 32.6 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. (b) Reports on Form 8-K. None. -65- 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 (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 14, 2003 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 14, 2003 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -66- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. -67- 32.1 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. 32.2 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. 32.3 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. 32.4 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. 32.5 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. 32.6 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. -68-