SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 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- EXPLANATORY NOTE This Amendment No. 1 on Form 10-Q/A amends Items 1, 2, and 6 of the Quarterly Report on Form 10-Q of Geodyne Energy Income Limited Partnership III-E and Geodyne Energy Limited Income Partnership III-F for the three months ended March 31, 2003 as filed with the Securities and Exchange Commission on May 15, 2003 (the "Quarterly Report"). This Form 10-Q/A does not reflect events occurring after the filing of the original Quarterly Report or modify or update those disclosures affected by subsequent events. As discussed in Note 1 to the Condensed Notes to the Financial Statements in Item 1, this Form 10-Q/A restates the balance sheets, statements of operations, and statements of cash flows to correct an inadvertent bookkeeping error that resulted in an over-accrual of revenue and a misstatement of production taxes. -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 923,766 $ 718,665 Accounts receivable: Related party (Note 2) - 888 Oil and gas sales 834,273 617,187 ---------- ---------- Total current assets $1,758,039 $1,336,740 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 921,697 867,774 DEFERRED CHARGE 260,836 260,836 ---------- ---------- $2,940,572 $2,465,350 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 75,866 $ 86,580 Gas imbalance payable 27,471 27,471 ---------- ---------- Total current liabilities $ 103,337 $ 114,051 LONG-TERM LIABILITIES: Accrued liability $ 33,171 $ 33,171 Asset retirement obligation (Note 1) 110,839 - ---------- ---------- Total long-term liabilities $ 144,010 $ 33,171 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 55,801) ($ 87,091) Limited Partners, issued and outstanding, 263,976 units 2,749,026 2,405,219 ---------- ---------- Total Partners' capital $2,693,225 $2,318,128 ---------- ---------- $2,940,572 $2,465,350 ========== ========== 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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---------- -------- REVENUES: Oil and gas sales $1,241,672 $959,348 Interest income 1,429 2,369 ---------- -------- $1,243,101 $961,717 COSTS AND EXPENSES: Lease operating $ 99,722 $223,782 Production tax 92,298 39,942 Depreciation, depletion, and amortization of oil and gas properties 56,224 99,446 General and administrative (Note 2) 83,312 90,111 ---------- -------- $ 331,556 $453,281 ---------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 911,545 $508,436 Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 673) - ---------- -------- NET INCOME $ 910,872 $508,436 ========== ======== GENERAL PARTNER - NET INCOME $ 96,065 $ 59,557 ========== ======== LIMITED PARTNERS - NET INCOME $ 814,807 $448,879 ========== ======== NET INCOME per unit $ 3.09 $ 1.70 ========== ======== 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 THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $910,872 $508,436 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 56,224 99,446 Decrease in accounts receivable - related party 10 - (Increase) decrease in accounts receivable - oil and gas sales ( 217,086) 37,601 Decrease in deferred charge - 53,074 Decrease in accounts payable ( 10,714) ( 33,576) -------- -------- Net cash provided by operating activities $739,979 $664,981 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures $ - ($ 80,816) Proceeds from the sale of oil and gas properties 897 5,581 -------- -------- Net cash provided (used) by investing activities $ 897 ($ 75,235) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($535,775) ($869,329) -------- -------- Net cash used by financing activities ($535,775) ($869,329) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $205,101 ($279,583) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 718,665 874,852 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $923,766 $595,269 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 504,540 $ 397,754 Accounts receivable: Related party (Note 2) - 586 Oil and gas sales 461,167 346,664 ---------- ---------- Total current assets $ 965,707 $ 745,004 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 504,230 461,645 DEFERRED CHARGE 184,282 184,282 ---------- ---------- $1,654,219 $1,390,931 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 55,020 $ 57,077 Gas imbalance payable 12,396 12,396 ---------- ---------- Total current liabilities $ 67,416 $ 69,473 LONG-TERM LIABILITIES: Accrued liability $ 12,518 $ 12,518 Asset retirement obligation (Note 1) 77,271 - ---------- ---------- Total long-term liabilities $ 89,789 $ 12,518 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 23,450) ($ 48,554) Limited Partners, issued and outstanding, 138,336 units 1,520,464 1,357,494 ---------- ---------- Total Partners' capital $1,497,014 $1,308,940 ----------- ----------- $1,654,219 $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 MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---------- -------- REVENUES: Oil and gas sales $700,575 $598,584 Interest income 759 1,289 -------- -------- $701,334 $599,873 COSTS AND EXPENSES: Lease operating $ 66,123 $149,433 Production tax 53,656 32,945 Depreciation, depletion, and amortization of oil and gas properties 34,068 61,804 General and administrative (Note 2) 48,421 53,049 -------- -------- $202,268 $297,231 -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $499,066 $302,642 Cumulative effect of change in accounting for asset retirement obligations (Note 1) ( 586) - -------- -------- NET INCOME $498,480 $302,642 ======== ======== GENERAL PARTNER - NET INCOME $ 79,510 $ 53,856 ======== ======== LIMITED PARTNERS - NET INCOME $418,970 $248,786 ======== ======== NET INCOME per unit $ 3.03 $ 1.80 ======== ======== 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 CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 --------- --------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $498,480 $302,642 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 34,068 61,804 Decrease in accounts receivable - Related party (Note 2) 7 - (Increase) decrease in accounts receivable - oil and gas sales ( 114,503) 9,487 Decrease in deferred charge - 44,544 Decrease in accounts payable ( 2,057) ( 15,954) -------- -------- Net cash provided by operating activities $416,581 $402,523 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 118) ($ 53,306) Proceeds from the sale of oil and gas properties 729 3,130 -------- -------- Net cash provided (used) by investing activities $ 611 ($ 50,176) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($310,406) ($502,603) -------- -------- Net cash used by financing activities ($310,406) ($502,603) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $106,786 ($150,256) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 397,754 494,899 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $504,540 $344,643 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 746,714 $ 480,424 Accounts receivable: Oil and gas sales 775,470 518,374 ---------- ---------- Total current assets $1,522,184 $ 998,798 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,818,585 1,694,533 DEFERRED CHARGE 57,867 57,867 ---------- ---------- $3,398,636 $2,751,198 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 115,296 $ 143,943 Gas imbalance payable 43,923 43,923 ---------- ---------- Total current liabilities $ 159,219 $ 187,866 LONG-TERM LIABILITIES: Accrued liability $ 196,167 $ 196,167 Asset retirement obligation (Note 1) 191,694 - ---------- ---------- Total long-term liabilities $ 387,861 $ 196,167 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 120,433) ($ 150,636) Limited Partners, issued and outstanding, 244,536 units 2,971,989 2,517,801 ---------- ---------- Total Partners' capital $2,851,556 $2,367,165 ----------- ----------- $3,398,636 $2,751,198 =========== =========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---------- -------- REVENUES: Oil and gas sales $1,155,715 $570,569 Interest income 967 1,209 ---------- -------- $1,156,682 $571,778 COSTS AND EXPENSES: Lease operating $ 164,332 $187,843 Production tax 74,434 32,228 Depreciation, depletion, and amortization of oil and gas properties 43,710 67,492 General and administrative (Note 2) 77,838 84,375 ---------- -------- $ 360,314 $371,938 ---------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 796,368 $199,840 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,317 - ---------- -------- NET INCOME $ 798,685 $199,840 ========== ======== GENERAL PARTNER - NET INCOME $ 83,497 $ 25,937 ========== ======== LIMITED PARTNERS - NET INCOME $ 715,188 $173,903 ========== ======== NET INCOME per unit $ 2.92 $ .71 ========== ======== UNITS OUTSTANDING 244,536 244,536 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $798,685 $199,840 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 43,710 67,492 (Increase) decrease in accounts receivable - oil and gas sales ( 257,096) 17,483 Increase (decrease) in accounts payable ( 28,647) 41,556 -------- -------- Net cash provided by operating activities $554,335 $326,371 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 2,181) ($ 1,439) Proceeds from sale of oil and gas properties 28,430 51 -------- -------- Net cash provided (used) by investing activities $ 26,249 ($ 1,388) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($314,294) ($350,348) -------- -------- Net cash used by financing activities ($314,294) ($350,348) -------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $266,290 ($ 25,365) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 480,424 371,012 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $746,714 $345,647 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 499,023 $ 306,024 Accounts receivable: Oil and gas sales 557,438 386,024 ---------- ---------- Total current assets $1,056,461 $ 692,048 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 827,136 755,553 DEFERRED CHARGE 10,949 10,949 ---------- ---------- $1,894,546 $1,458,550 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 110,512 $ 171,347 ---------- ---------- Total current liabilities $ 110,512 $ 171,347 LONG-TERM LIABILITIES: Accrued liability $ 251,798 $ 251,798 Asset retirement obligation (Note 1) 107,536 - ---------- ---------- Total long-term liabilities $ 359,334 $ 251,798 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 24,821) ($ 50,949) Limited Partners, issued and outstanding, 131,008 units 1,449,521 1,086,354 ---------- ---------- Total Partners' capital $1,424,700 $1,035,405 ---------- ---------- $1,894,546 $1,458,550 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 -------- -------- REVENUES: Oil and gas sales $857,811 $409,027 Interest income 542 433 -------- -------- $858,353 $409,460 COSTS AND EXPENSES: Lease operating $148,308 $193,506 Production tax 58,998 28,362 Depreciation, depletion, and amortization of oil and gas properties 19,192 27,998 General and administrative (Note 2) 46,306 50,878 -------- -------- $272,804 $300,744 -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $585,549 $108,716 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,875 - -------- -------- NET INCOME $588,424 $108,716 ======== ======== GENERAL PARTNER - NET INCOME $ 60,257 $ 13,348 ======== ======== LIMITED PARTNERS - NET INCOME $528,167 $ 95,368 ======== ======== NET INCOME per unit $ 4.03 $ .73 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $588,424 $108,716 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 19,192 27,998 (Increase) decrease in accounts receivable - oil and gas sales ( 171,414) 7,228 Decrease in accounts payable ( 60,835) ( 5,813) -------- -------- Net cash provided by operating activities $372,492 $138,129 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 1,746) ($ 26,336) Proceeds from the sale of oil and gas properties 21,382 - -------- -------- Net cash provided (used) by investing activities $ 19,636 ($ 26,336) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($199,129) ($101,998) -------- -------- Net cash used by financing activities ($199,129) ($101,998) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $192,999 $ 9,795 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 306,024 160,008 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $499,023 $169,803 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 (Restated Note 1) ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 795,267 $ 801,420 Accounts receivable: Oil and gas sales 1,351,058 924,827 ---------- ---------- Total current assets $2,146,325 $1,726,247 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,813,958 2,646,994 DEFERRED CHARGE 69,176 69,176 ---------- ---------- $5,029,459 $4,442,417 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 480,512 $ 746,759 Accrued liability - other (Note 1) - 122,289 Gas imbalance payable 2,736 2,736 ---------- ---------- Total current liabilities $ 483,248 $ 871,784 LONG-TERM LIABILITIES: Accrued liability $ 328,632 $ 328,632 Asset retirement obligation (Note 1) 260,325 - ---------- ---------- Total long-term liabilities $ 588,957 $ 328,632 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 159,464) ($ 250,684) Limited Partners, issued and outstanding, 418,266 units 4,116,718 3,492,685 ---------- ---------- Total Partners' capital $3,957,254 $3,242,001 ----------- ---------- $5,029,459 $4,442,417 =========== ========== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 (Restated Note 1) ----------- ---------- REVENUES: Oil and gas sales $2,084,737 $1,379,433 Interest income 927 840 Gain on abandonment 1,848 - ---------- ---------- $2,087,512 $1,380,273 COSTS AND EXPENSES: Lease operating $ 697,717 $ 784,681 Production tax 154,198 78,867 Depreciation, depletion, and amortization of oil and gas properties 111,601 80,068 General and administrative (Note 2) 126,084 135,626 ---------- ---------- $1,089,600 $1,079,242 ---------- ---------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $ 997,912 $ 301,031 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 2,725 - ---------- ---------- NET INCOME $1,000,637 $ 301,031 ========== ========== GENERAL PARTNER - NET INCOME $ 109,604 $ 37,225 ========== ========== LIMITED PARTNERS - NET INCOME $ 891,033 $ 263,806 ========== ========== NET INCOME per unit $ 2.13 $ .63 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 (Restated Note 1) ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,000,637 $301,031 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 111,601 80,068 Gain on abandonment ( 1,848) - Increase in accounts receivable - oil and gas sales ( 426,231) ( 92,364) Decrease in accounts payable ( 266,247) ( 190,011) Increase in payable to General Partner - 105,000 Decrease in accrued liability - other ( 122,289) - ---------- -------- Net cash provided by operating activities $ 292,898 $203,724 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 15,046) ($175,000) Proceeds from sale of oil and gas properties 1,379 416 ---------- -------- Net cash used by investing activities ($ 13,667) ($174,584) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 285,384) $ - ---------- -------- Net cash used by financing activities ($ 285,384) $ - ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 6,153) $ 29,140 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 801,420 440,024 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 795,267 $469,164 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2003 2002 (Restated Note 1) ----------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 293,678 $ 284,588 Accounts receivable: Oil and gas sales 516,074 348,300 ---------- ---------- Total current assets $ 809,752 $ 632,888 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,807,759 1,764,313 DEFERRED CHARGE 29,946 29,946 ---------- ---------- $2,647,457 $2,427,147 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 106,609 $ 118,741 Accrued liability - other (Note 1) - 102,690 Gas imbalance payable 2,295 2,295 ---------- ---------- Total current liabilities $ 108,904 $ 223,726 LONG-TERM LIABILITIES: Accrued liability $ 118,005 $ 118,005 Asset retirement obligation (Note 1) 138,829 - ---------- ---------- Total long-term liabilities $ 256,834 $ 118,005 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 146,351) ($ 159,621) Limited Partners, issued and outstanding, 221,484 units 2,428,070 2,245,037 ---------- ---------- Total Partners' capital $2,281,719 $2,085,416 ---------- ---------- $2,647,457 $2,427,147 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 (Restated Note 1) ----------- -------- REVENUES: Oil and gas sales $744,486 $416,172 Interest income 434 565 Gain on abandonment 903 - -------- -------- $745,823 $416,737 COSTS AND EXPENSES: Lease operating $157,629 $106,564 Production tax 41,220 14,824 Depreciation, depletion, and amortization of oil and gas properties 108,551 54,458 General and administrative (Note 2) 71,431 77,565 -------- -------- $378,831 $253,411 -------- -------- INCOME BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE $366,992 $163,326 Cumulative effect of change in accounting for asset retirement obligations (Note 1) 3,712 - -------- -------- NET INCOME $370,704 $163,326 ======== ======== GENERAL PARTNER - NET INCOME $ 22,671 $ 10,316 ======== ======== LIMITED PARTNERS - NET INCOME $348,033 $153,010 ======== ======== NET INCOME per unit $ 1.57 $ .69 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2003 AND 2002 (Unaudited) 2003 2002 (Restated Note 1) ----------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $370,704 $163,326 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 108,551 54,458 Gain on abandonment ( 903) - Increase in accounts receivable - oil and gas sales ( 167,774) ( 3,611) Increase (decrease) in accounts payable ( 12,132) 32,057 Decrease in accrued liability - other ( 102,690) - -------- -------- Net cash provided by operating activities $192,044 $246,230 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 11,724) ($ 1,294) Proceeds from the sale of oil and gas properties 3,171 943 -------- -------- Net cash used by investing activities ($ 8,553) ($ 351) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($174,401) ($148,672) -------- -------- Net cash used by financing activities ($174,401) ($148,672) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 9,090 $ 97,207 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 284,588 144,433 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $293,678 $241,640 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2003 (Unaudited) 1. CORRECTION OF ERROR ------------------- The March 31, 2003 unaudited Balance Sheets, unaudited Statements of Operations, and unaudited Statements of Cash Flows for the Geodyne Energy Income Limited Partnership III-E and III-F have been restated to correct an inadvertent bookkeeping error which resulted in an over-accrual of revenue and a misstatement of production taxes. The error correction had no effect on previously reported total cash flows from operating, investing or financing activities in the Statements of Cash Flows. Below is a summary of the affected account balances "as previously reported" and "as restated". III-E Partnership ----------------- Balance Sheet at March 31, 2003: As previously As reported restated ------------- ------------ Accounts receivable - oil and gas sales $1,513,607 $1,351,058 Partners' Capital (Deficit) General Partner ( 143,210) ( 159,464) Limited Partners 4,263,013 4,116,718 Statement of Operations for the Three Months Ended March 31, 2003: As previously As reported restated ------------- ------------ Oil and gas sales $2,207,026 $2,084,737 Production tax 113,938 154,198 Income before cumulative effect of accounting change 1,160,461 997,912 Net Income 1,163,186 1,000,637 General Partner - Net Income 125,858 109,604 Limited Partners - Net Income 1,037,328 891,033 Net Income per Unit 2.48 2.13 -21- Statement of Cash Flows for the Three Months Ended March 31, 2003: As previously As reported restated ------------- ------------ Cash flows from operating activities: Net Income $1,163,186 $ 1,000,637 Increase in accounts receivable - oil and gas sales ( 588,780) ( 426,231) Net cash provided by operating activities 292,898 292,898 III-F Partnership ----------------- Balance Sheet at March 31, 2003: As previously As reported restated ------------- ------------ Accounts receivable - oil and gas sales $ 628,501 $ 516,074 Partners' Capital (Deficit) General Partner ( 140,730) ( 146,351) Limited Partners 2,534,876 2,428,070 Statement of Operations for the Three Months Ended March 31, 2003: As previously As reported restated ------------- ------------ Oil and gas sales $ 847,176 $ 744,486 Production tax 31,483 41,220 Income before cumulative effect of accounting change 479,419 366,992 Net Income 483,131 370,704 General Partner - Net Income 28,292 22,671 Limited Partners - Net Income 454,839 348,033 Net Income per Unit 2.05 1.57 -22- Statement of Cash Flows for the Three Months Ended March 31, 2003: As previously As reported restated ------------- ------------ Cash flows from operating activities: Net Income $ 483,131 $ 370,704 Increase in accounts receivable - oil and gas sales ( 280,201) ( 167,774) Net cash provided by operating activities 192,044 192,044 ACCOUNTING POLICIES ------------------- The balance sheets as of March 31, 2003, statements of operations for the three months ended March 31, 2003 and 2002, and statements of cash flows for the three months ended March 31, 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 March 31, 2003, the results of operations for three months ended March 31, 2003 and 2002, and the cash flows for the three months ended March 31, 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 March 31, 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 -23- 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. 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. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. 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. 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: -24- Increase (decrease) in Change 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 three months ended March 31, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $1,000, $1,000, $2,000, $1,000, $6,000, and $3,000, 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 three months ended March 31, 2002 would have been an increase in depreciation, depletion, and amortization expense of approximately $1,000, $1,000, $2,000, $1,000, $4,000, and $2,000, 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 March 31, 2003, the following payments were made to the General Partner or its affiliates by the Partnerships: -25- Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 13,844 $ 69,468 III-B 12,016 36,405 III-C 13,485 64,353 III-D 11,830 34,476 III-E 16,014 110,070 III-F 13,147 58,284 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. -26- 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. -27- 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 March 31, 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 three months ended March 31, 2002, capital expenditures for the III-D and III-E Partnerships totaled $26,336 and $175,000, 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. 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 -28- 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 has not 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. 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. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss reflected in income. When less 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 -29- from such properties, the cost of the properties is written down to fair value, which is determined by using the discounted future cash flows from the properties. The 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 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 -30- 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) in Change 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 three months ended March 31, 2003, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $1,000, $1,000, $2,000, $1,000, $6,000, and $3,000, 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. 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 -31- 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. 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 ====== ========= 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 ====== ========= -32- 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 ======= ========= 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 ======= ========= 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 ========= ========= -33- 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 ======= ========= In addition to the volume changes, the net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of 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. Oil prices at March 31, 2003 ($27.75 per barrel) were lower than the prices in effect on December 31, 2002 ($28.00 per barrel). Gas prices at March 31, 2003 ($5.06 per Mcf) were higher than the prices in effect on December 31, 2002 ($4.74 per Mcf). The decrease in oil prices and the increase in gas prices have caused the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves, at March 31, 2003 to fluctuate from such estimates and values at December 31, 2002. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil and gas production subsequent to March 31, 2003. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at March 31, 2003 will actually be realized for such production. -34- Net Present Value of Reserves ------------------------------ Partnership 3/31/03 12/31/02 ----------- ----------- ------------ III-A $10,867,772 $10,583,968 III-B 5,089,897 5,037,182 III-C 12,887,263 12,473,256 III-D 7,660,816 7,655,634 III-E 20,366,791 20,987,455 III-F 10,485,701 10,539,573 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 Exxon-Mobil. The injection process leads to very high operating costs. As a result, changes in natural gas and particularly oil 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. As a result of these costs, cash flow from this property has often been negative. This property is very sensitive to changes in oil prices and production volumes. Until the operator completes repairs and current drilling activities, this property's cash flows could continue to be negative despite relatively high oil and gas prices. 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. -35- 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 have benefited from the political uncertainty associated with the increase in terrorist activities in parts of the world. In the last few years, natural gas prices have varied significantly, from very high prices in late 2000 and early 2001, to low prices in late 2001 and early 2002, to rising prices in the later part of 2002 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. -36- III-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ----------------------------- 2003 2002 ---------- -------- Oil and gas sales $1,241,672 $959,348 Oil and gas production expenses $ 192,020 $263,724 Barrels produced 13,075 18,300 Mcf produced 158,528 293,357 Average price/Bbl $ 31.62 $ 20.10 Average price/Mcf $ 5.22 $ 2.02 Total oil and gas sales increased $282,324 (29.4%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $150,000 and $509,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $105,000 and $272,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,225 barrels and 134,829 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. The decrease in volumes of oil sold was primarily due to (i) increased production on several wells during the three months ended March 31, 2002 due to successful recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by an increase in production during the three months ended March 31, 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 positive prior period gas balancing adjustment on one significant well during the three months ended March 31, 2002 and (ii) increased production on two significant wells during the three months ended March 31, 2002 due to successful workovers of those wells during mid 2001. Average oil and gas prices increased to $31.62 per barrel and $5.22 per Mcf, respectively, for the three months ended March 31, 2003 from $20.10 per barrel and $2.02 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $71,704 (27.2%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 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) a positive prior period lease operating expense adjustment on one significant well during the three months ended March 31, 2002, and (iii) workover expenses incurred on two significant wells during the three months ended March -37- 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 15.5% for the three months ended March 31, 2003 from 27.5% for the three months ended March 31, 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 $43,222 (43.5%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.5% for the three months ended March 31, 2003 from 10.4% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $6,799 (7.5%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.7% for the three months ended March 31, 2003 from 9.4% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $34,419,701 or 130.39% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ---------------------------- 2003 2002 -------- -------- Oil and gas sales $700,575 $598,584 Oil and gas production expenses $119,779 $182,378 Barrels produced 9,175 13,435 Mcf produced 80,507 164,970 Average price/Bbl $ 31.83 $ 20.23 Average price/Mcf $ 5.07 $ 1.98 Total oil and gas sales increased $101,991 (17.0%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $106,000 and $249,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $86,000 and $167,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 4,260 barrels and 84,463 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. The -38- decrease in volumes of oil sold was primarily due to (i) increased production on several wells during the three months ended March 31, 2002 due to successful recompletions of those wells during mid 2001 and (ii) normal declines in production. These decreases were partially offset by an increase in production during the three months ended March 31, 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 positive prior period gas balancing adjustment on one significant well during the three months ended March 31, 2002 and (ii) increased production on two significant wells during the three months ended March 31, 2002 due to successful workovers of those wells during mid 2001. Average oil and gas prices increased to $31.83 per barrel and $5.07 per Mcf, respectively, for the three months ended March 31, 2003 from $20.23 per barrel and $1.98 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $62,599 (34.3%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 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) a positive prior period lease operating expense adjustment on one significant well during the three months ended March 31, 2002, and (iii) workover expenses incurred on two significant wells during the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 17.1% for the three months ended March 31, 2003 from 30.5% for the three months ended March 31, 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 $27,736 (44.9%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This decrease was primarily due to the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense decreased to 4.9% for the three months ended March 31, 2003 from 10.3% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $4,628 (8.7%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.9% for the three months ended March 31, 2003 from 8.9% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $19,682,353 or 142.28% of Limited Partners' capital contributions. -39- III-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ---------------------------- 2003 2002 ---------- -------- Oil and gas sales $1,155,715 $570,569 Oil and gas production expenses $ 238,766 $220,071 Barrels produced 5,914 3,692 Mcf produced 181,104 209,251 Average price/Bbl $ 31.78 $ 20.05 Average price/Mcf $ 5.34 $ 2.37 Total oil and gas sales increased $585,146 (102.6%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $69,000 and $538,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $67,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,222 barrels, while volumes of gas sold decreased 28,147 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 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 one significant well during the three months ended March 31, 2003 in order to perform a workover. The shut-in well is expected to return to production in mid 2003. These decreases were partially offset by an increase in production on another significant well due to the successful recompletion of that well during late 2002. Average oil and gas prices increased to $31.78 per barrel and $5.34 per Mcf, respectively, for the three months ended March 31, 2003 from $20.05 per barrel and $2.37 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $18,695 (8.5%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This increase was primarily due to an increase in production taxes associated with the increase in oil and gas sales. This increase was partially offset by (i) lower workover expenses incurred on one significant well during the three months ended March 31, 2003 than similar expenses incurred on the same well during the three months ended March 31, 2002, (ii) workover expenses incurred on another significant well during the three months ended March 31, 2002, and (iii) a decrease in lease operating expenses associated with the decrease in -40- volumes of gas sold. As a percentage of oil and gas sales, these expenses decreased to 20.7% for the three months ended March 31, 2003 from 38.6% for the three months ended March 31, 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 $23,782 (35.2%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 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 3.8% for the three months ended March 31, 2003 from 11.8% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $6,537 (7.7%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.7% for the three months ended March 31, 2003 from 14.8% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $25,934,795 or 106.06% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ---------------------------- 2003 2002 -------- -------- Oil and gas sales $857,811 $409,027 Oil and gas production expenses $207,306 $221,868 Barrels produced 8,579 6,510 Mcf produced 113,755 128,930 Average price/Bbl $ 29.56 $ 17.14 Average price/Mcf $ 5.31 $ 2.31 Total oil and gas sales increased $448,784 (109.7%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $107,000 and $342,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold increased 2,069 barrels, while volumes of gas sold decreased 15,175 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 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 -41- 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 March 31, 2003 in order to perform a workover. The shut-in well is expected to return to production in mid 2003. These decreases were partially offset by an increase in production on another significant well due to the successful recompletion of that well during late 2002. Average oil and gas prices increased to $29.56 per barrel and $5.31 per Mcf, respectively, for the three months ended March 31, 2003 from $17.14 per barrel and $2.31 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $14,562 (6.6%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This decrease was primarily due to (i) lower workover expenses incurred on one significant well during the three months ended March 31, 2003 than similar expenses incurred on the same well during the three months ended March 31, 2002 and (ii) workover expenses incurred on another significant well during the three months ended March 31, 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 24.2% for the three months ended March 31, 2003 from 54.2% for the three months ended March 31, 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 $8,806 (31.5%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This decrease was primarily due to two significant wells being fully depleted in 2002 due to a lack of remaining economically recoverable reserves. As a percentage of oil and gas sales, these expenses decreased to 2.2% for the three months ended March 31, 2003 from 6.8% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses decreased $4,572 (9.0%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 5.4% for the three months ended March 31, 2003 from 12.4% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $14,225,669 or 108.59% of Limited Partners' capital contributions. -42- III-E PARTNERSHIP Certain information presented below for the III-E Partnership has been restated to reflect the correction of an error more fully described in Note 1 to the Condensed Notes to the Financial Statements in Item 1. THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ---------------------------- 2003 2002 ---------- ---------- Oil and gas sales $2,084,737 $1,379,433 Oil and gas production expenses $ 851,915 $ 863,548 Barrels produced 33,458 37,600 Mcf produced 198,493 326,594 Average price/Bbl $ 29.02 $ 16.38 Average price/Mcf $ 5.61 $ 2.34 As shown in the table above, total oil and gas sales increased $705,304 (51.1%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $423,000 and $650,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by a decrease of approximately $299,000 related to a decrease in volumes of gas sold. Volumes of oil and gas sold decreased 4,142 barrels and 128,101 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 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) normal declines in production, (ii) production difficulties on one significant well during 2002 and early 2003(which have now been remedied), and (iii) the shutting-in of another significant well during the three months ended March 31, 2003 in order to perform a recompletion. The operator has not yet determined when the shut-in well will return to production. Average oil and gas prices increased to $29.02 per barrel and $5.61 per Mcf, respectively, for the three months ended March 31, 2003 from $16.38 per barrel and $2.34 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $11,633 (1.3%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This decrease was primarily due to a decrease in workover expenses incurred on several wells within one unit during the three months ended March 31, 2003 as compared to the three months ended March 31, 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 -43- expenses decreased to 40.9% for the three months ended March 31, 2003 from 62.6% for the three months ended March 31, 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 increased $31,533 (39.4%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This increase was primarily due to (i) an increase in depletable oil and gas properties primarily due to drilling activities on two significant wells during the three months ended March 31, 2003 and (ii) the abandonment of one significant well during the three months ended March 31, 2003 due to severe mechanical problems. As a percentage of oil and gas sales, this expense decreased to 5.4% for the three months ended March 31, 2003 from 5.8% for the three months ended March 31, 2002. General and administrative expenses decreased $9,542 (7.0%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 6.0% for the three months ended March 31, 2003 from 9.8% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $44,624,016 or 106.69% of Limited Partners' capital contributions. III-F PARTNERSHIP Certain information presented below for the III-F Partnership has been restated to reflect the correction of an error more fully described in Note 1 to the Condensed Notes to the Financial Statements in Item 1. THREE MONTHS ENDED MARCH 31, 2003 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2002. Three Months Ended March 31, ---------------------------- 2003 2002 -------- -------- Oil and gas sales $744,486 $416,172 Oil and gas production expenses $198,849 $121,388 Barrels produced 5,382 6,439 Mcf produced 137,370 125,563 Average price/Bbl $ 30.79 $ 18.99 Average price/Mcf $ 4.21 $ 2.34 Total oil and gas sales increased $328,314 (78.9%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. Of this increase, approximately $64,000 and $257,000, respectively, were related to increases in the average prices of oil and gas sold. Volumes of oil sold decreased 1,057 barrels, while volumes of gas sold -44- increased 11,807 Mcf, respectively, for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) a positive prior period volume adjustment made by the operator on one significant well during the three months ended March 31, 2002. Average oil and gas prices increased to $30.79 per barrel and $4.21 per Mcf, respectively, for the three months ended March 31, 2003 from $18.99 per barrel and $2.34 per Mcf, respectively, for the three months ended March 31, 2002. Oil and gas production expenses (including lease operating expenses and production taxes) increased $77,461 (63.8%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This increase was primarily due to (i) a negative prior period lease operating expense adjustment on one significant well during the three months ended March 31, 2002 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 26.7% for the three months ended March 31, 2003 from 29.2% for the three months ended March 31, 2002. Depreciation, depletion, and amortization of oil and gas properties increased $54,093 (99.3%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. This increase was primarily due to (i) the abandonment of one significant well during the three months ended March 31, 2003 due to severe mechanical problems and (ii) an increase in depletable oil and gas properties primarily due to drilling activities on two significant wells during the three months ended March 31, 2003. As a percentage of oil and gas sales, this expense increased to 14.6% for the three months ended March 31, 2003 from 13.1% for the three months ended March 31, 2002. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses decreased $6,134 (7.9%) for the three months ended March 31, 2003 as compared to the three months ended March 31, 2002. As a percentage of oil and gas sales, these expenses decreased to 9.6% for the three months ended March 31, 2003 from 18.6% for the three months ended March 31, 2002. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2003 totaling $17,504,904 or 79.03% of Limited Partners' capital contributions. -45- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Partnerships do not hold any market risk sensitive instruments. ITEM 4. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES Within the 90 days prior to the date of this report, the Partnerships carried out an evaluation under the supervision and with the participation of the Partnerships' management, including their chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Partnerships' disclosure controls and procedures pursuant to Rule 13a-14 of the Securities Exchange Act of 1934. Based upon that evaluation, the Partnerships' chief executive officer and chief financial officer concluded that the Partnerships' disclosure controls and procedures are effective in timely alerting them to material information relating to the Partnerships required to be included in the Partnerships' periodic filings with the SEC. There have been no significant changes in the Partnerships' internal controls or in other factors which could significantly affect the Partnerships' internal controls subsequent to the date the Partnerships carried out this evaluation. -46- 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 III-A Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-A Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-B Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-B Partnership. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-C Partnership. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-C Partnership. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-D Partnership. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-D Partnership. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-E Partnership. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-E Partnership. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-F Partnership. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-F Partnership. -47- 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 III-A Partnership. 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 III-B Partnership. 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 III-C Partnership. 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 III-D Partnership. 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 III-E Partnership. 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 III-F Partnership. (b) Reports on Form 8-K. Current Report on Form 8-K filed during the first quarter of 2003: Date of event: January 28, 2003 Date filed with the SEC: January 28, 2003 Items Included: Item 5 - Other Events Item 7 - Exhibits -48- 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: March 29, 2004 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: March 29, 2004 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -49- 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 Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.4 Certification 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. -50- 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. -51-