FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2004
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 of (I.R.S. Employer
incorporation or organization) Identification No.)
Two West Second Street, Tulsa, Oklahoma 74103
---------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (918) 583-1791
Securities registered pursuant to Section 12(b) of the Act: None Securities
registered pursuant to Section 12(g) of the Act:
Depositary Units of Limited Partnership interest
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days. Yes X No
----- -----
-1-
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.
X Disclosure is not contained herein.
-----
Disclosure is contained herein.
-----
Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
Yes No X
----- -----
The Depositary Units are not publicly traded, therefore, Registrant cannot
compute the aggregate market value of the voting units held by non-affiliates of
the Registrant.
DOCUMENTS INCORPORATED BY REFERENCE: None
-2-
FORM 10-K
TABLE OF CONTENTS
PART I.......................................................................4
ITEM 1. BUSINESS...................................................4
ITEM 2. PROPERTIES.................................................9
ITEM 3. LEGAL PROCEEDINGS.........................................25
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS.......26
PART II.....................................................................26
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS......26
ITEM 6. SELECTED FINANCIAL DATA...................................28
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS.......................35
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK.........................................58
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA...............59
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.......................59
ITEM 9A. CONTROLS AND PROCEDURES...................................59
ITEM 9B. OTHER INFORMATION.........................................59
PART III....................................................................59
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER...59
ITEM 11. EXECUTIVE COMPENSATION....................................61
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT................................................68
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS............69
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES....................71
PART IV.....................................................................72
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES................72
SIGNATURES............................................................83
-3-
PART I
ITEM 1. BUSINESS
General
The Geodyne Energy Income Limited Partnership III-A (the "III-A
Partnership"), Geodyne Energy Income Limited Partnership III-B (the "III-B
Partnership"), Geodyne Energy Income Limited Partnership III-C (the "III-C
Partnership"), Geodyne Energy Income Limited Partnership III-D (the "III-D
Partnership"), Geodyne Energy Income Limited Partnership III-E (the "III-E
Partnership"), and Geodyne Energy Income Limited Partnership III-F (the "III-F
Partnership") (collectively, the "Partnerships") are limited partnerships formed
under the Oklahoma Revised Uniform Limited Partnership Act. Each Partnership is
composed of Geodyne Resources, Inc., a Delaware corporation, as general partner
("Geodyne" or the "General Partner"), Geodyne Depositary Company, a Delaware
corporation, as the sole initial limited partner, and public investors as
substitute limited partners (the "Limited Partners"). The Partnerships commenced
operations on the dates set forth below:
Date of
Partnership Activation
----------- ------------------
III-A November 22, 1989
III-B January 24, 1990
III-C February 27, 1990
III-D September 5, 1990
III-E December 26, 1990
III-F March 7, 1991
The General Partner currently serves as general partner of 26 limited
partnerships and is a wholly-owned subsidiary of Samson Investment Company.
Samson Investment Company and its various corporate subsidiaries, including the
General Partner (collectively "Samson"), are primarily engaged in the production
and development of and exploration for oil and gas reserves and the acquisition
and operation of producing properties. At December 31, 2004, Samson owned
interests in approximately 16,000 oil and gas wells located in 18 states of the
United States and the countries of Canada, Venezuela, and Australia. At December
31, 2004, Samson operated approximately 5,000 oil and gas wells located in 14
states of the United States as well as Canada, Venezuela, and Australia.
The Partnerships are currently engaged in the business of owning interests
in producing oil and gas properties located in the continental United States.
The Partnerships may also engage to a limited extent in development drilling on
producing oil and gas properties as required for the prudent management of the
Partnerships.
-4-
As limited partnerships, the Partnerships have no officers, directors, or
employees. They rely instead on the personnel of the General Partner and Samson.
As of February 15, 2005, Samson employed approximately 1,100 persons. No
employees are covered by collective bargaining agreements, and management
believes that Samson provides a sound employee relations environment. For
information regarding the executive officers of the General Partner, see "Item
10. Directors and Executive Officers of the General Partner."
The General Partner's and the Partnerships' principal place of business is
located at Samson Plaza, Two West Second Street, Tulsa, Oklahoma 74103, and
their telephone number is (918) 583-1791 or (888) 436-3963 [(888) GEODYNE].
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report on Form 10-K ("Annual Report"), the General
Partner has extended the term of the Partnerships for the third 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 3 November 22, 2005
III-B January 24, 2000 3 December 31, 2005
III-C February 28, 2000 3 December 31, 2005
III-D September 5, 2000 3 December 31, 2005
III-E December 26, 2000 3 December 31, 2005
III-F March 7, 2001 3 December 31, 2005
The General Partner has not determined whether it will further extend the
term of any Partnership.
Funding
Although the Partnership Agreements permit the Partnerships to incur
borrowings, operations and expenses are currently funded out of each
Partnership's revenues from oil and gas sales. The General Partner may, but is
not required to, advance funds to a Partnership for the same purposes for which
Partnership borrowings are authorized.
-5-
Principal Products Produced and Services Rendered
The Partnerships' sole business is the production of, and related
incidental development of, oil and gas. The Partnerships do not refine or
otherwise process crude oil and condensate. The Partnerships do not hold any
patents, trademarks, licenses, or concessions and are not a party to any
government contracts. The Partnerships have no backlog of orders and do not
participate in research and development activities. The Partnerships are not
presently encountering shortages of oilfield tubular goods, compressors,
production material, or other equipment. However, substantial increases in the
price of steel may increase the costs of any future workover, recompletion or
drilling activities conducted by the Partnerships.
Competition and Marketing
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 upon 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.
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
-6-
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.
Significant Customers
The following customers accounted for ten percent or more of the
Partnerships' oil and gas sales during the year ended December 31, 2004:
Partnership Purchaser Percentage
----------- ------------------------ ----------
III-A Eaglwing Trading, Inc.
("Eaglwing") 26.9%
Gulfterra Central Point
Allocation ("Gulfterra") 12.2%
III-B Eaglwing 33.8%
Gulfterra 11.0%
III-C Duke Energy Field Services,
Inc.("Duke") 18.3%
Cinergy Marketing ("Cinergy") 14.5%
ONEOK Texas Energy Resources
("ONEOK") 13.4%
ONEOK Field Services Company
("ONEOK FSC") 13.3%
Enogex Services Corporation 11.5%
III-D Cinergy 19.1%
ONEOK 18.0%
Eaglwing 16.2%
Duke 14.1%
ONEOK FSC 10.8%
III-E Eaglwing 24.4%
Duke 15.1%
Mountain Gas Resources, Inc.
("Mountain") 13.5%
Sempra Energy Trading Corp.
("Sempra") 11.6%
Hunt Crude Oil Supply Company 10.4%
III-F Mountain 23.1%
Sempra 19.8%
Eaglwing 18.4%
Duke 14.7%
In the event of interruption of purchases by one or more of the
Partnerships' significant customers or the cessation or material change in
availability of open access transportation by
-7-
the Partnerships' pipeline transporters, the Partnerships may encounter
difficulty in marketing their gas and in maintaining historic sales levels.
Management does not expect any of its open access transporters to seek
authorization to terminate their transportation services. Even if the services
were terminated, management believes that alternatives would be available
whereby the Partnerships would be able to continue to market their gas.
The Partnerships' principal customers for crude oil production are
refiners and other companies which have pipeline facilities near the producing
properties of the Partnerships. In the event pipeline facilities are not
conveniently available to production areas, crude oil is usually trucked by
purchasers to storage facilities.
Oil, Gas, and Environmental Control Regulations
Regulation of Production Operations -- The production of oil and gas is
subject to extensive federal and state laws and regulations governing a wide
variety of matters, including the drilling and spacing of wells, allowable rates
of production, prevention of waste and pollution, and protection of the
environment. In addition to the direct costs borne in complying with such
regulations, operations and revenues may be impacted to the extent that certain
regulations limit oil and gas production to below economic levels.
Regulation of Sales and Transportation of Oil and Gas -- Sales of crude
oil and condensate are made by the Partnerships at market prices and are not
subject to price controls. The sale of gas may be subject to both federal and
state laws and regulations. The provisions of these laws and regulations are
complex and affect all who produce, resell, transport, or purchase gas,
including the Partnerships. Although virtually all of the Partnerships' gas
production is not subject to price regulation, other regulations affect the
availability of gas transportation services and the ability of gas consumers to
continue to purchase or use gas at current levels. Accordingly, such regulations
may have a material effect on the Partnerships' operations and projections of
future oil and gas production and revenues.
Future Legislation -- Legislation affecting the oil and gas industry is
under constant review for amendment or expansion. Because such laws and
regulations are frequently amended or reinterpreted, management is unable to
predict what additional energy legislation may be proposed or enacted or the
future cost and impact of complying with existing or future regulations.
Regulation of the Environment -- The Partnerships' operations are subject
to numerous laws and regulations governing the discharge of materials into the
environment or otherwise relating to environmental protection. Compliance with
such laws and regulations, together with any penalties resulting from
-8-
noncompliance, may increase the cost of the Partnerships' operations or may
affect the Partnerships' ability to timely complete existing or future
activities. Management anticipates that various local, state, and federal
environmental control agencies will have an increasing impact on oil and gas
operations.
Insurance Coverage
The Partnerships are subject to all of the risks inherent in the
exploration for and production of oil and gas including blowouts, pollution,
fires, and other casualties. The Partnerships maintain insurance coverage as is
customary for entities of a similar size engaged in operations similar to that
of the Partnerships, but losses can occur from uninsurable risks or in amounts
in excess of existing insurance coverage. In particular, many types of pollution
and contamination can exist, undiscovered, for long periods of time and can
result in substantial environmental liabilities which are not insured. The
occurrence of an event which is not fully covered by insurance could have a
material adverse effect on the Partnerships' financial condition and results of
operations.
ITEM 2. PROPERTIES
Well Statistics
The following table sets forth the number of productive wells of the
Partnerships as of December 31, 2004.
Well Statistics(1)
As of December 31, 2004
Number of Gross Wells(2) Number of Net Wells(3)
-------------------------- -------------------------
P/ship Total Oil Gas Total Oil Gas
- -------- ----- --- --- ------ ----- -----
III-A 218 50 168 13.38 2.50 10.88
III-B 188 41 147 8.37 3.31 5.06
III-C 223 41 182 23.38 6.52 16.86
III-D 127 43 84 12.82 5.19 7.63
III-E 155 10 145 23.49 1.85 21.64
III-F 377 270 107 16.50 6.45 10.05
- ----------
(1) The designation of a well as an oil well or gas well is made by the
General Partner based on the relative amount of oil and gas reserves for
the well. Regardless of a well's oil or gas designation, it may produce
oil, gas, or both oil and gas.
(2) As used in this Annual Report, "gross well" refers to a well in which a
working interest is owned; accordingly, the number of gross wells is the
total number of wells in which a working interest is owned.
-9-
(3) As used in this Annual Report, "net well" refers to the sum of the
fractional working interests owned in gross wells. For example, a 15%
working interest in a well represents one gross well, but 0.15 net well.
Drilling Activities
During the year ended December 31, 2004, the Partnerships directly or
indirectly participated in the drilling activities described below.
County/ Working Revenue
Well Name Parish St. Interest Interest Type Status
- --------- ------- --- -------- -------- ---- ------
III-A P/ship
- ------------
Lorenz #7-7 Washita OK - .0005 Gas Producing
Rancho Blanco Webb TX - .0062 Gas Producing
#30
Tribal C 4B Rio Arriba NM - .0003 Gas Producing
Jenney #1B Rio Arriba NM - .0016 N/A In progress
Hoyt #2C Rio Arriba NM - .0002 N/A Shut-in
(MV/Dakota)
III-B P/ship
- ------------
Lorenz #7-7 Washita OK - .0003 Gas Producing
Rancho Blanco Webb TX - .0029 Gas Producing
#30
Tribal C 4B Rio Arriba NM - .0001 Gas Producing
Jenney #1B Rio Arriba NM - .0007 N/A In progress
Hoyt #2C Rio Arriba NM - .0001 N/A Shut-in
(MV/Dakota)
III-C P/ship
- ------------
Lawles #1-21 Caddo OK - .0019 Gas Producing
Thomas #4-5 Harper OK - .0004 Gas Shut-in
Pinkerton #1-6 Blaine OK .0046 .0046 Gas Producing
Sophia #2 Wheeler TX - .0031 Gas Producing
Shonda #1-14 Grady OK - .0032 Gas Producing
(RY)
Fresca #1-24 Roger OK - .0049 Gas Producing
Mills
BK #5-11 Washita OK - .0002 Gas Producing
Mickey #3-34 Pittsburg OK .0015 .0015 Gas Producing
Pluto #3-26 Pittsburg OK .0015 .0015 Gas Producing
Greer #1 Pittsburg OK .0139 .0109 Gas Shut-in
Yates #1-33 Pittsburg OK .0078 .0078 Gas Shut-in
Mickey #2-34 Pittsburg OK .0015 .0015 Gas Producing
-10-
Verner #1-3(RY) Pittsburg OK - .0037 Gas Producing
McWilliams Pittsburg OK - .0003 Gas Producing
No. 1-23
Viets, #2 N Noble OK .0040 .0040 Oil In progress
Summers #1-27D Hughes OK - .0029 Gas Producing
Summers #1H-27 Hughes OK - .0029 Gas Shut-in
Sellers #3-35 Hughes OK - .0043 Gas Producing
Davis Garry 20 Kay OK - .0008 Oil Producing
(RY)
Davis Garry 21 Kay OK - .0008 Oil Producing
(RY)
Rancho Blanco Webb TX - .0012 Gas Producing
#30
Loving 1 State Eddy NM - .0103 Gas Producing
#4
Tribal C 4B Rio Arriba NM - .0001 Gas Producing
Jenney #1B Rio Arriba NM - .0003 N/A Producing
Lulu #1-22 Stephens OK .1323 .1072 Gas Producing
Renete #3-25 Stephens OK - .0003 Gas Producing
(RY)
Hoyt #2C Rio Arriba NM - .0000* N/A Shut-in
(MV/Dakota)
Higgins #2H-10 Roger OK - .0010 Gas Producing
Mills
Wooley Carlene Roger OK - .0001 Gas Producing
4 #1 Mills
III-D P/ship
- ------------
Lawles #1-21 Caddo OK - .0003 Gas Producing
Thomas #4-5 Harper OK - .0001 Gas Shut-in
Pinkerton #1-6 Blaine OK .0007 .0007 Gas Producing
Sophia #2 Wheeler TX - .0026 Gas Producing
Shonda #1-14 Grady OK - .0005 Gas Producing
(RY)
Fresca #1-24 Roger OK - .0007 Gas Producing
Mills
BK #5-11 Washita OK - .0000* Gas Producing
Mickey #3-34 Pittsburg OK .0002 .0002 Gas Producing
Pluto #3-26 Pittsburg OK .0002 .0002 Gas Producing
Greer #1 Pittsburg OK .0020 .0016 Gas Shut-in
Yates #1-33 Pittsburg OK .0011 .0011 Gas Shut-in
Mickey #2-34 Pittsburg OK .0002 .0002 Gas Producing
Verner #1-3(RY) Pittsburg OK - .0005 Gas Producing
McWilliams Pittsburg OK - .0000* Gas Producing
#1-23
Viets, #2 N Noble OK .0006 .0006 Oil In progress
Summers #1-27D Hughes OK - .0004 Gas Producing
Summers #1H-27 Hughes OK - .0004 Gas Shut-in
Sellers #3-35 Hughes OK - .0006 Gas Producing
Davis Garry 20 Kay OK - .0001 Oil Producing
(RY)
-11-
Davis Garry 21 Kay OK - .0001 Oil Producing
(RY)
Loving 1 State Eddy NM - .0086 Gas Producing
#4
Lulu #1-22 Stephens OK .0189 .0154 Gas Producing
Renete #3-25 Stephens OK - .0017 Gas Producing
(RY)
Higgins #2H-10 Roger OK - .0002 Gas Producing
Mills
Wooley Carlene Roger OK - .0000* Gas Producing
4 #1 Mills
III-E P/ship
- ------------
Hay Reservoir Sweetwater WY - .0026 Gas Producing
Unit #83
Hay Reservoir Sweetwater WY - .0026 Gas Producing
Unit #84
Debrugge #1 Sweetwater WY - .0266 Gas Producing
Hayden 5175-27- Campbell WY - .0023 Gas Shut-in
11WA
St 5175-16-11CA Campbell WY - .0000* Gas Shut-in
Hayden 5175-27 Campbell WY - .0023 Oil Shut-in
43CA
St 5175-16-23CA Campbell WY - .0000* N/A Shut-in
St 5175-16-31CA Campbell WY - .0000* N/A Shut-in
St 5175-16-33CA Campbell WY - .0000* N/A Shut-in
St 5175-16-43CA Campbell WY - .0000* N/A Shut-in
St 5175-16-41CA Campbell WY - .0000* N/A Shut-in
St 5175-16-21CA Campbell WY - .0000* N/A Shut-in
St 5175-16-13CA Campbell WY - .0000* N/A Shut-in
St 5175-16-13WA Campbell WY - .0000* N/A Shut-in
St 5175-16-21WA Campbell WY - .0000* N/A Shut-in
St 5175-16-31WA Campbell WY - .0000* N/A Shut-in
St 5175-16-33WA Campbell WY - .0000* N/A Shut-in
St 5175-16-41WA Campbell WY - .0000* N/A Shut-in
St 5175-16-43WA Campbell WY - .0000* N/A Shut-in
III-F P/ship
- ------------
Hay Reservoir Sweetwater WY - .0022 Gas Producing
Unit #83
Hay Reservoir Sweetwater WY - .0022 Gas Producing
Unit #84
Debrugge #1 Sweetwater WY - .0223 Gas Producing
- ---------------
*Revenue interest is less than 0.00005.
-12-
Oil and Gas Production, Revenue, and Price History
The following tables set forth certain historical information concerning
the oil (including condensates) and gas production, net of all royalties,
overriding royalties, and other third party interests, of the Partnerships,
revenues attributable to such production, and certain price and cost
information. As used in the following tables, direct operating expenses include
lease operating expenses and production taxes. In addition, gas production is
converted to oil equivalents at the rate of six Mcf per barrel, representing the
estimated relative energy content of gas and oil, which rate is not necessarily
indicative of the relationship of oil and gas prices. The respective prices of
oil and gas are affected by market and other factors in addition to relative
energy content.
-13-
Net Production Data
III-A Partnership
-----------------
Year Ended December 31,
-------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 37,123 45,080 54,340
Gas (Mcf) 460,303 516,905 908,912
Oil and gas sales:
Oil $1,481,826 $1,336,984 $1,316,966
Gas 2,656,074 2,702,323 2,558,132
--------- --------- ---------
Total $4,137,900 $4,039,307 $3,875,098
========= ========= =========
Total direct operating
expenses $ 834,758 $ 836,517 $ 915,252
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 20.2% 20.7% 23.6%
Average sales price:
Per barrel of oil $39.92 $29.66 $24.24
Per Mcf of gas 5.77 5.23 2.81
Direct operating expenses
per equivalent Bbl of
oil $ 7.33 $ 6.37 $ 4.45
-14-
Net Production Data
III-B Partnership
-----------------
Year Ended December 31,
-------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 25,395 31,275 39,042
Gas (Mcf) 190,781 243,753 486,057
Oil and gas sales:
Oil $1,013,900 $ 931,510 $ 949,685
Gas 1,116,553 1,276,052 1,326,476
--------- --------- ---------
Total $2,130,453 $2,207,562 $2,276,161
========= ========= =========
Total direct operating
expenses $ 486,490 $ 509,231 $ 622,936
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 22.8% 23.1% 27.4%
Average sales price:
Per barrel of oil $39.93 $29.78 $24.32
Per Mcf of gas 5.85 5.24 2.73
Direct operating expenses
per equivalent Bbl of
oil $ 8.51 $ 7.08 $ 5.19
-15-
Net Production Data
III-C Partnership
-----------------
Year Ended December 31,
-------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 9,551 13,872 14,716
Gas (Mcf) 548,555 668,059 817,975
Oil and gas sales:
Oil $ 371,357 $ 416,104 $ 361,020
Gas 2,963,161 3,185,294 2,379,868
--------- --------- ---------
Total $3,334,518 $3,601,398 $2,740,888
========= ========= =========
Total direct operating
expenses $ 859,862 $ 868,275 $ 858,126
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 25.8% 24.1% 31.3%
Average sales price:
Per barrel of oil $38.88 $30.00 $24.53
Per Mcf of gas 5.40 4.77 2.91
Direct operating expenses
per equivalent Bbl of
oil $ 8.52 $ 6.93 $ 5.68
-16-
Net Production Data
III-D Partnership
-----------------
Year Ended December 31,
-------------------------------------
2004 2003(1) 2002(1)
---------- ---------- ----------
Production:
Oil (Bbls) 8,411 12,909 10,901
Gas (Mcf) 293,250 376,825 485,485
Oil and gas sales:
Oil $ 318,494 $ 365,101 $ 263,604
Gas 1,576,403 1,749,495 1,359,890
--------- --------- ---------
Total $1,894,897 $2,114,596 $1,623,494
========= ========= =========
Total direct operating
expenses $ 494,353 $ 528,430 $ 560,114
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 26.1% 25.0% 34.5%
Average sales price:
Per barrel of oil $37.87 $28.28 $24.18
Per Mcf of gas 5.38 4.64 2.80
Direct operating expenses
per equivalent Bbl of
oil $ 8.63 $ 6.98 $ 6.10
- ----------
(1) These amounts have been restated to reflect the sale of the Jay Field
during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
-17-
Net Production Data
III-E Partnership
-----------------
Year Ended December 31,
---------------------------------------
2004 2003(1) 2002(1)
---------- ---------- ----------
Production:
Oil (Bbls) 22,653 32,768 31,288
Gas (Mcf) 720,487 779,623 890,381
Oil and gas sales:
Oil $ 834,883 $ 882,702 $ 719,417
Gas 3,798,830 3,589,841 2,139,665
--------- --------- ---------
Total $4,633,713 $4,472,543 $2,859,082
========= ========= =========
Total direct operating
expenses $1,359,631 $1,325,795 $1,284,887
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 29.3% 29.6% 44.9%
Average sales price:
Per barrel of oil $36.86 $26.94 $22.99
Per Mcf of gas 5.27 4.60 2.40
Direct operating expenses
per equivalent Bbl of
oil $ 9.53 $ 8.15 $ 7.15
- ----------
(1) These amounts have been restated to reflect the sale of the Jay Field
during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
-18-
Net Production Data
III-F Partnership
-----------------
Year Ended December 31,
-------------------------------------
2004 2003 2002
---------- ---------- ----------
Production:
Oil (Bbls) 20,252 20,685 23,209
Gas (Mcf) 408,746 412,842 503,895
Oil and gas sales:
Oil $ 794,329 $ 598,509 $ 529,406
Gas 2,147,403 1,881,269 1,107,352
--------- --------- ---------
Total $2,941,732 $2,479,778 $1,636,758
========= ========= =========
Total direct operating
expenses $ 726,687 $ 754,502 $ 603,358
========= ========= =========
Direct operating expenses
as a percentage of oil
and gas sales 24.7% 30.4% 36.9%
Average sales price:
Per barrel of oil $39.22 $28.93 $22.81
Per Mcf of gas 5.25 4.56 2.20
Direct operating expenses
per equivalent Bbl of
oil $ 8.22 $ 8.43 $ 5.63
Proved Reserves and Net Present Value
The following table sets forth each Partnership's estimated proved oil and
gas reserves and net present value therefrom as of December 31, 2004. The
schedule of quantities of proved oil and gas reserves was prepared by the
General Partner in accordance with the rules prescribed by the Securities and
Exchange Commission (the "SEC"). Certain reserve information was reviewed by
Ryder Scott Company, L.P. ("Ryder Scott"), an independent petroleum engineering
firm. As used throughout this Annual Report, "proved reserves" refers to those
estimated quantities of crude oil, gas, and gas liquids which geological and
engineering data demonstrate with reasonable certainty to be recoverable in
future years from known oil and gas reservoirs under existing economic and
operating conditions.
Net present value represents estimated future gross cash flow from the
production and sale of proved reserves, net of estimated oil and gas production
costs (including production taxes, ad
-19-
valorem taxes, and operating expenses) and estimated future development costs,
discounted at 10% per annum. Net present value attributable to the Partnerships'
proved reserves was calculated on the basis of current costs and prices at
December 31, 2004. Such prices were not escalated except in certain
circumstances where escalations were fixed and readily determinable in
accordance with applicable contract provisions. Oil and gas prices at December
31, 2004 ($43.36 per barrel and $6.02 per Mcf, respectively) were higher than
the prices in effect on December 31, 2003 ($29.25 per barrel and $5.77 per Mcf,
respectively). This increase in oil and gas prices has caused the estimates of
remaining economically recoverable reserves, as well as the values placed on
said reserves, at December 31, 2004 to be higher than such estimates and values
at December 31, 2003. The prices used in calculating the net present value
attributable to the Partnerships' proved reserves do not necessarily reflect
market prices for oil and gas production subsequent to December 31, 2004. There
can be no assurance that the prices used in calculating the net present value of
the Partnerships' proved reserves at December 31, 2004 will actually be realized
for such production.
The process of estimating oil and gas reserves is complex, requiring
significant subjective decisions in the evaluation of available geological,
engineering, and economic data for each reservoir. The data for a given
reservoir may change substantially over time as a result of, among other things,
additional development activity, production history, and viability of production
under varying economic conditions; consequently, it is reasonably possible that
material revisions to existing reserve estimates may occur in the near future.
Although every reasonable effort has been made to ensure that these reserve
estimates represent the most accurate assessment possible, the significance of
the subjective decisions required and variances in available data for various
reservoirs make these estimates generally less precise than other estimates
presented in connection with financial statement disclosures.
Proved Reserves and
Net Present Values
From Proved Reserves
As of December 31, 2004(1)
III-A Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 3,772,737
Oil and liquids (Bbls) 123,403
Net present value (discounted at
10% per annum) $12,009,256
-20-
III-B Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 1,557,071
Oil and liquids (Bbls) 74,694
Net present value (discounted at
10% per annum) $ 5,576,342
III-C Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,632,503
Oil and liquids (Bbls) 81,674
Net present value (discounted at
10% per annum) $11,292,927
III-D Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 2,409,961
Oil and liquids (Bbls) 81,073
Net present value (discounted at
10% per annum) $ 6,265,244
III-E Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 6,440,079
Oil and liquids (Bbls) 158,508
Net present value (discounted at
10% per annum) $17,294,504
III-F Partnership:
-----------------
Estimated proved reserves:
Gas (Mcf) 4,140,725
Oil and liquids (Bbls) 314,866
Net present value (discounted at
10% per annum) $13,190,015
- ----------
(1) Includes certain gas balancing adjustments which cause the gas volumes and
net present values to differ from the reserve reports which were prepared
by the General Partner and reviewed by Ryder Scott.
-21-
No estimates of the proved reserves of the Partnerships comparable to
those included herein have been included in reports to any federal agency other
than the SEC. Additional information relating to the Partnerships' proved
reserves is contained in Note 4 to the Partnerships' financial statements,
included in Item 8 of this Annual Report.
Significant Properties
The following table sets forth the number and percent of each
Partnership's total wells which are operated by affiliates of the Partnerships
as of December 31, 2004:
Operated Wells
---------------------------------------
Partnership Number Percent
----------- ------ -------
III-A 21 7%
III-B 3 1%
III-C 120 23%
III-D 117 32%
III-E 46 19%
III-F 27 7%
The following tables set forth certain well and reserve information as of
December 31, 2004 for the basins in which the Partnerships own a significant
amount of oil and gas properties. The tables contain the following information
for each significant basin: (i) the number of gross wells and net wells, (ii)
the number of wells in which only a non-working interest is owned, (iii) the
Partnership's total number of wells, (iv) the number of wells operated by the
Partnership's affiliates, (v) estimated proved oil reserves, (vi) estimated
proved gas reserves, and (vii) the present value (discounted at 10% per annum)
of estimated future net cash flow.
The Anadarko Basin is located in western Oklahoma and the Texas panhandle.
The Gulf Coast Basin is located in southern Louisiana and southeast Texas, while
the Mid-Gulf Coast Basin covers Mississippi and southern Alabama. The Las Animas
Arch Basin straddles east Colorado and northwest Kansas. Southern Oklahoma
contains the Southern Oklahoma Folded Belt Basin. The Green River Basin is
located in southern Wyoming and northwest Colorado. The Permian Basin straddles
west Texas and southeast New Mexico.
-22-
Significant Properties as of December 31, 2004
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- -------- --------- ----------
III-A Partnership:
Gulf Coast 85 6.65 55 140 4 3% 104,297 1,376,164 $6,185,469
Anadarko 38 2.30 22 60 17 28% 5,509 1,630,152 4,171,782
III-B Partnership:
Gulf Coast 81 3.63 55 136 - - 68,140 680,668 $3,504,020
Anadarko 43 2.58 13 56 3 5% 1,668 497,726 1,255,399
III-C Partnership:
Anadarko 58 6.41 66 124 28 23% 5,989 2,354,235 $5,652,461
Southern Okla.
Folded Belt 44 8.43 22 66 24 36% 51,576 1,352,790 3,707,048
Permian 28 7.33 19 47 40 85% 22,861 607,913 1,056,784
III-D Partnership:
Anadarko 36 3.57 66 102 28 27% 2,572 1,781,148 $4,274,496
Southern Okla.
Folded Belt 38 2.21 20 58 21 36% 44,894 143,254 842,353
Permian 28 3.47 19 47 40 85% 18,911 493,090 836,039
- ---------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates
of the Partnerships.
-23-
Significant Properties as of December 31, 2004
----------------------------------------------
Wells
Operated by
Affiliates Oil Gas
Gross Net Other Total ------------ Reserves Reserves Present
Basin Wells Wells Wells(1) Wells Number %(2) (Bbl) (Mcf) Value
- ------------------ ------ ------- -------- ------ ------ ---- --------- --------- ----------
<c>
III-E Partnership:
Green River 56 4.29 20 76 - - 19,589 2,874,864 $6,897,336
Gulf Coast 35 4.07 9 44 4 9% 13,073 1,013,490 3,026,265
Anadarko 22 5.27 4 26 19 73% 9,760 1,028,850 2,246,822
East Texas 3 1.06 1 4 3 75% 2,739 887,761 2,002,426
Mid-Gulf Coast 10 1.52 2 12 - - 104,718 1,013 1,827,633
III-F Partnership:
Green River 56 3.60 20 76 - - 16,450 2,417,798 $5,802,018
Las Animas Arch 66 1.73 - 66 - - 158,088 275,543 2,680,324
Anadarko 27 5.84 4 31 24 77% 19,348 940,296 2,103,208
- --------------------
(1) Wells in which only a non-working (e.g. royalty) interest is owned.
(2) Percentage of wells in the applicable basin which are operated by affiliates
of the Partnerships.
-24-
Title to Oil and Gas Properties
Management believes that the Partnerships have satisfactory title to their
oil and gas properties. Record title to all of the Partnerships' properties is
held by either the Partnerships or Geodyne Nominee Corporation, an affiliate of
the General Partner.
Title to the Partnerships' properties is subject to customary royalty,
overriding royalty, carried, working, and other similar interests and
contractual arrangements customary in the oil and gas industry, to liens for
current taxes not yet due, and to other encumbrances. Management believes that
such burdens do not materially detract from the value of such properties or from
the Partnerships' interest therein or materially interfere with their use in the
operation of the Partnerships' business.
ITEM 3. LEGAL PROCEEDINGS
A lawsuit styled Robert W. Scott, Individually and as Managing Member of
R.W. Scott Investments, LLC v. Samson Resources Company, Case No. C-01-385, was
filed in the District Court of Sweetwater County, Wyoming on June 29, 2001. The
lawsuit seeks class action certification and alleges that Samson deducted from
its payments to royalty and overriding royalty owners certain charges which were
improper under the Wyoming royalty payment statutes. A number of these royalty
and overriding royalty payments burdened the interests of the Partnerships. In
February 2003, Samson made a supplemental payment to the royalty and overriding
royalty interest owners who were potential class members of amounts which were
then thought to have been improperly deducted plus statutory interest thereon.
The applicable portions of these refunds were recouped from the Partnerships in
the first quarter of 2003 as follows:
Partnership Amount
----------- ------------
III-A $ 5,380
III-B 3,548
III-C -
III-D -
III-E 122,289
III-F 102,690
The lawsuit also alleges that Samson's check stubs did not fully comply with the
Wyoming Royalty Payment Act. Samson intends to vigorously defend this claim.
Except as set forth above, to the knowledge of the General Partner,
neither the General Partner nor the Partnerships or their properties are subject
to any litigation, the results of
-25-
which would have a material effect on the Partnerships' or the General Partner's
financial condition or operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF LIMITED PARTNERS
There were no matters submitted to a vote of the Limited Partners of any
Partnership during 2004.
PART II
ITEM 5. MARKET FOR UNITS AND RELATED LIMITED PARTNER MATTERS
As of March 3, 2005, the number of Units outstanding and the approximate
number of Limited Partners of record in the Partnerships were as follows:
Number of Number of
Partnership Units Limited Partners
----------- --------- ----------------
III-A 263,976 1,130
III-B 138,336 670
III-C 244,536 1,060
III-D 131,008 560
III-E 418,266 1,750
III-F 221,484 900
Units were initially sold for a price of $100. Units are not traded on any
exchange and there is no public trading market for them. The General Partner is
aware of certain transfers of Units between unrelated parties, some of which are
facilitated by secondary trading firms and matching services. In addition, as
further described below, the General Partner is aware of certain "4.9% Tender
Offers" which have been made for the Units. The General Partner believes that
the transfers between unrelated parties have been limited and sporadic in number
and volume. Other than trades facilitated by certain secondary trading firms and
matching services, no organized trading market for Units exists and none is
expected to develop. Due to the nature of these transactions, the General
Partner has no verifiable information regarding prices at which Units have been
transferred. Further, a transferee may not become a substitute Limited Partner
without the consent of the General Partner.
Pursuant to the terms of the Partnership Agreements, the General Partner
is obligated to annually issue a repurchase offer which is based on the
estimated future net revenues from the Partnerships' reserves and is calculated
pursuant to the terms of the Partnership Agreements. Such repurchase offer is
recalculated monthly in order to reflect cash distributions to
-26-
the Limited Partners and extraordinary events. The following table sets forth
the General Partner's repurchase offer per Unit as of the periods indicated. For
purpose of this Annual Report, a Unit represents an initial subscription of $100
to a Partnership.
Repurchase Offer Prices
-----------------------
2003 2004 2005
------------------------- ------------------------- ----
1st 2nd 3rd 4th 1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr. Qtr.
- ------ ---- ---- ---- ---- ---- ---- ---- ---- ----
III-A $16 $14 $20 $18 $16 $14 $23 $20 $18
III-B 16 13 17 14 13 11 20 17 15
III-C 16 14 26 24 22 20 24 22 20
III-D 21 18 28 25 23 22 23 21 20
III-E 24 23 22 21 19 18 18 17 16
III-F 18 18 26 24 23 21 25 24 22
In addition to this repurchase offer, some of the Partnerships have been
subject to "4.9% tender offers" from several third parties. The General Partner
does not know the terms of these offers or the prices received by the Limited
Partners who accepted these offers.
Cash Distributions
Cash distributions are primarily dependent upon a Partnership's cash
receipts from the sale of oil and gas production and cash requirements of the
Partnership. Distributable cash is determined by the General Partner at the end
of each calendar quarter and distributed to the Limited Partners within 45 days
after the end of the quarter. Distributions are restricted to cash on hand less
amounts required to be retained out of such cash as determined in the sole
judgment of the General Partner to pay costs, expenses, or other Partnership
obligations whether accrued or anticipated to accrue. In certain instances, the
General Partner may not distribute the full amount of cash receipts which might
otherwise be available for distribution in an effort to equalize or stabilize
the amounts of quarterly distributions. Any available amounts not distributed
are invested and the interest or income thereon is for the accounts of the
Limited Partners.
The following is a summary of cash distributions paid to the Limited
Partners during 2003, 2004, and the first quarter of 2005:
-27-
Cash Distributions
-----------------
2003
-----------------------------------------
1st 2nd 3rd 4th
P/ship Qtr. Qtr. Qtr. Qtr.
------ ----- ----- ----- -----
III-A $1.78 $2.39 $3.21 $2.51
III-B 1.85 2.41 3.05 2.45
III-C 1.07 2.06 2.56 2.45
III-D 1.26 2.63 3.20 2.46
III-E .64 .87 1.91 1.68
III-F .74 .70 1.72 1.56
2004 2005
----------------------------------------- -----
1st 2nd 3rd 4th 1st
P/ship Qtr. Qtr. Qtr. Qtr. Qtr.
------ ----- ----- ----- ----- -----
III-A $1.81 $2.13 $2.20 $2.72 $2.58
III-B 1.64 1.67 1.89 2.43 2.49
III-C 1.79 1.74 1.65 1.89 1.36
III-D 2.15 1.68 2.90(1) 1.77 1.39
III-E 2.06 .44 3.60(1) .62 .82
III-F 1.35 1.55 1.50 1.40 1.91
- -------------------
(1) Includes proceeds from the sale of all of the III-D and III-E
Partnerships' interests in the Jay-Little Escambia Creek Field. See Part
II, Item 7 for more information about this discontinued operation.
ITEM 6. SELECTED FINANCIAL DATA
The following tables present selected financial data for the Partnerships.
This data should be read in conjunction with the financial statements of the
Partnerships and the respective notes thereto, included elsewhere in this Annual
Report. See "Item 8. Financial Statements and Supplementary Data."
-28-
Selected Financial Data
III-A Partnership
-----------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $4,137,900 $4,039,307 $3,875,098 $5,425,163 $4,111,261
Net Income:
Limited Partners 2,534,550 2,419,111 1,822,932 3,211,072 2,424,492
General Partner 297,437 286,852 256,987 405,019 275,300
Total 2,831,987 2,705,963 2,079,919 3,616,091 2,699,792
Limited Partners' Net
Income per Unit 9.60 9.16 6.91 12.16 9.18
Limited Partners' Cash
Distributions per
Unit 8.86 9.89 8.88 14.66 6.42
Total Assets 2,577,310 2,357,510 2,465,350 3,086,819 3,585,623
Partners' Capital
(Deficit):
Limited Partners 2,410,880 2,213,330 2,405,219 2,927,287 3,587,215
General Partner ( 88,506) ( 104,097) ( 87,091) ( 114,834) ( 132,196)
Number of Units
Outstanding 263,976 263,976 263,976 263,976 263,976
-29-
Selected Financial Data
III-B Partnership
-----------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,130,453 $2,207,562 $2,276,161 $3,146,463 $2,462,438
Net Income:
Limited Partners 1,154,435 1,171,730 916,420 1,701,127 1,364,829
General Partner 219,288 227,153 216,453 348,971 264,081
Total 1,373,723 1,398,883 1,132,873 2,050,098 1,628,910
Limited Partners' Net
Income per Unit 8.35 8.47 6.62 12.30 9.87
Limited Partners' Cash
Distributions per
Unit 7.63 9.76 9.39 14.44 7.34
Total Assets 1,379,422 1,270,257 1,390,931 1,830,746 2,069,748
Partners' Capital
(Deficit):
Limited Partners 1,277,659 1,178,224 1,357,494 1,741,074 2,037,947
General Partner ( 58,429) ( 68,928) ( 48,554) ( 67,276) ( 38,756)
Number of Units
Outstanding 138,336 138,336 138,336 138,336 138,336
-30-
Selected Financial Data
III-C Partnership
-----------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $3,334,518 $3,601,398 $2,740,888 $4,371,115 $4,150,431
Net Income:
Limited Partners 1,531,505 2,016,059 1,178,582 2,653,485 2,554,851
General Partner 213,797 243,670 158,236 163,926 143,251
Total 1,745,302 2,259,729 1,336,818 2,817,411 2,698,102
Limited Partners' Net
Income per Unit 6.26 8.24 4.82 10.85 10.45
Limited Partners' Cash
Distributions per
Unit 7.07 8.14 4.77 16.36 8.45
Total Assets 2,790,409 2,902,685 2,751,198 2,627,295 3,949,266
Partners' Capital
(Deficit):
Limited Partners 2,345,365 2,542,860 2,517,801 2,507,219 3,854,734
General Partner ( 136,932) ( 153,480) ( 150,636) ( 175,495) ( 152,824)
Number of Units
Outstanding 244,536 244,536 244,536 244,536 244,536
-31-
Selected Financial Data
III-D Partnership
-----------------
2004 2003(1) 2002(1) 2001(1) 2000(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $1,894,897 $2,114,596 $1,623,494 $2,424,490 $2,353,421
Income (Loss) from:
Continuing Operations 1,136,358 1,335,178 776,273 1,541,967 1,554,143
Discontinued
Operations ( 86,127) 111,356 22,377 195,103 448,623
Net Income:
Limited Partners 936,644 1,293,974 705,530 1,630,013 1,893,355
General Partner 113,587 155,435 93,120 107,057 109,411
Total 1,050,231 1,449,409 798,650 1,737,070 2,002,766
Limited Partners' Net
Income per Unit 7.15 9.88 5.39 12.44 14.45
Limited Partners' Cash
Distributions per
Unit 8.50 9.55 3.75 19.36 13.21
Total Assets 1,370,609 1,731,542 1,458,550 1,157,930 1,987,262
Partners' Capital
(Deficit):
Limited Partners 951,972 1,129,328 1,086,354 872,824 1,779,811
General Partner ( 55,158) ( 47,561) ( 50,949) ( 72,956) ( 58,871)
Number of Units
Outstanding 131,008 131,008 131,008 131,008 131,008
- -------------
(1) These amounts have been restated to reflect the sale of the Jay Field
during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
-32-
Selected Financial Data
III-E Partnership
-----------------
2004 2003(1) 2002(1) 2001(1) 2000(1)
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $4,633,713 $4,472,543 $2,859,082 $4,752,859 $5,183,231
Income (Loss) from:
Continuing Operations 2,599,547 2,519,727 777,174 2,722,457 4,125,509
Discontinued
Operations ( 598,888) 785,456 149,044 1,283,442 3,205,076
Net Income:
Limited Partners 1,782,244 2,940,848 798,510 3,744,610 6,952,136
General Partner 218,415 367,060 127,708 261,289 378,449
Total 2,000,659 3,307,908 926,218 4,005,899 7,330,585
Limited Partners' Net
Income per Unit 4.26 7.03 1.91 8.95 16.62
Limited Partners' Cash
Distributions per
Unit 6.72 5.10 .63 14.81 15.73
Total Assets 4,254,283 6,654,923 4,442,417 3,768,636 6,138,734
Partners' Capital
(Deficit):
Limited Partners 3,277,777 4,302,533 3,492,685 2,960,175 5,410,565
General Partner ( 316,058) ( 177,234) ( 250,684) ( 286,758) ( 240,721)
Number of Units
Outstanding 418,266 418,266 418,266 418,266 418,266
- ----------
(1) These amounts have been restated to reflect the sale of the Jay Field
during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
-33-
Selected Financial Data
III-F Partnership
-----------------
2004 2003 2002 2001 2000
------------ ------------ ------------ ------------ ------------
Oil and Gas Sales $2,941,732 $2,479,778 $1,636,758 $2,934,300 $3,437,321
Net Income:
Limited Partners 1,694,433 1,176,685 460,816 1,782,241 2,142,067
General Partner 95,789 70,747 35,680 103,349 125,735
Total 1,790,222 1,247,432 496,496 1,885,590 2,267,802
Limited Partners' Net
Income per Unit 7.65 5.31 2.08 8.05 9.67
Limited Partners' Cash
Distributions per
Unit 5.80 4.72 2.60 13.62 9.59
Total Assets 2,994,343 2,592,302 2,427,147 2,369,806 3,638,555
Partners' Capital
(Deficit):
Limited Partners 2,783,155 2,374,722 2,245,037 2,359,221 3,593,980
General Partner ( 142,055) ( 156,356) ( 159,621) ( 161,655) ( 135,914)
Number of Units
Outstanding 221,484 221,484 221,484 221,484 221,484
-34-
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Use of Forward-Looking Statements and Estimates
This Annual Report contains certain forward-looking statements. The words
"anticipate," "believe," "expect," "plan," "intend," "estimate," "project,"
"could," "may," and similar expressions are intended to identify forward-looking
statements. Such statements reflect management's current views with respect to
future events and financial performance. This Annual Report also includes
certain information which is, or is based upon, estimates and assumptions. Such
estimates and assumptions are management's efforts to accurately reflect the
condition and operation of the Partnerships.
Use of forward-looking statements and estimates and assumptions involve
risks and uncertainties which include, but are not limited to, the volatility of
oil and gas prices, the uncertainty of reserve information, the operating risk
associated with oil and gas properties (including the risk of personal injury,
death, property damage, damage to the well or producing reservoir, environmental
contamination, and other operating risks), the prospect of changing tax and
regulatory laws, the availability and capacity of processing and transportation
facilities, the general economic climate, the supply and price of foreign
imports of oil and gas, the level of consumer product demand, and the price and
availability of alternative fuels. Should one or more of these risks or
uncertainties occur or should estimates or underlying assumptions prove
incorrect, actual conditions or results may vary materially and adversely from
those stated, anticipated, believed, estimated, or otherwise indicated.
Discontinued Operations
The III-D and III-E Partnerships owned working interests in the Jay-Little
Escambia Creek Field in Santa Rosa County, Florida (the "Jay Field"). In May
2004, the III-D and III-E Partnerships sold all of their interests in the Jay
Field. For accounting purposes, the sale was treated as a discontinued
operation. The sales proceeds, consisting of approximately $89,000 and $632,000,
respectively, were included in the III-D and III-E Partnerships' August 15, 2004
cash distributions.
The sale of the Jay Field interests will impact the continuing future
operations of the III-D and III-E Partnerships. It is anticipated that these
Partnerships will have lower lease operating costs, lower oil and gas sales, and
a reduction in their asset retirement obligations. However, routine audits of
joint interest billings by an unaffiliated non-operator after the close date of
the sale resulted in additional expenses of approximately $76,000 and $544,000,
respectively, billed to the
-35-
III-D and III-E Partnerships. The expenses represent costs incurred before the
effective date of the sale. The reader should refer to Note 6 - Discontinued
Operations to the consolidated financial statements included in Part II, Item 8
of this Annual Report on Form 10-K for additional information regarding this
matter.
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 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 upon 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.
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.
In addition to pricing, the level of net revenues is also 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. Despite this general trend of
declining production, several factors can cause the volumes of
-36-
oil and gas sold to increase or decrease at an even greater rate over a given
period. These factors include, but are not limited to, (i) geophysical
conditions which cause an acceleration of the decline in production, (ii) the
shutting in of wells (or the opening of previously shut-in wells) due to low oil
and gas prices (or high oil and gas prices), mechanical difficulties, loss of a
market or transportation, or performance of workovers, recompletions, or other
operations in the well, (iii) prior period volume adjustments (either positive
or negative) made by purchasers of the production, (iv) ownership adjustments in
accordance with agreements governing the operation or ownership of the well
(such as adjustments that occur at payout), and (v) completion of enhanced
recovery projects which increase production for the well. Many of these factors
are very significant as related to a single well or as related to many wells
over a short period of time. However, due to the large number of wells owned by
the Partnerships, these factors are generally not material as compared to the
normal decline in production experienced on all remaining wells.
Results of Operations
An analysis of the change in net oil and gas operations (oil and gas
sales, less lease operating expenses and production taxes), is presented in the
tables following "Results of Operations" under the heading "Average Sales
Prices, Production Volumes, and Average Production Costs." Following is a
discussion of each Partnerships' results of operations for the year ended
December 31, 2004 as compared to the year ended December 31, 2003, and for the
year ended December 31, 2003 as compared to the year ended December 31, 2002.
III-A Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales increased $98,593 (2.4%) in 2004 as compared to
2003. Of this increase, approximately $381,000 and $250,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $236,000 and $296,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 7,957 barrels and 56,602 Mcf, respectively, in 2004
as compared to 2003. The decrease in volumes of oil sold was primarily due to
(i) normal declines in production and (ii) the shutting-in of one significant
well during late 2004 due to mechanical problems. As of the date of this Annual
Report, the shut-in well has returned
-37-
to production. The decrease in volumes of gas sold was primarily due to normal
declines in production, which was partially offset by the receipt of first
revenues on one significant well during 2004. Average oil and gas prices
increased to $39.92 per barrel and $5.77 per Mcf, respectively, in 2004 from
$29.66 per barrel and $5.23 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) remained relatively constant in 2004 and 2003. Lease operating
expenses decreased due to the decreases in volumes of oil and gas sold, but this
decrease was substantially offset by (i) an increase in production taxes
associated with the increase in oil and gas sales, (ii) an increase in
production taxes associated with the receipt of first revenues on one
significant well during 2004, and (iii) workover expenses incurred on two
significant wells during 2004. As a percentage of oil and gas sales, these
expenses decreased to 20.2% in 2004 from 20.7% in 2003.
Depreciation, depletion, and amortization of oil and gas properties
decreased $20,906 (11.2%) in 2004 as compared to 2003. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
These decreases were partially offset by the abandonment of one significant well
during 2004 following an unsuccessful recompletion attempt. As a percentage of
oil and gas sales, this expense decreased to 4.0% in 2004 from 4.6% in 2003.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 7.6%
in 2004 from 7.8% in 2003.
The Limited Partners have received cash distributions through December 31,
2004 totaling $38,896,701 or 147.35% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $164,209 (4.2%) in 2003 as compared to
2002. Of this increase, approximately $244,000 and $1,247,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by decreases of approximately $224,000 and
$1,103,000, respectively, related to decreases in volumes of oil and gas sold.
Volumes of oil and gas sold decreased 9,260 barrels and 392,007 Mcf,
respectively, in 2003 as compared to 2002. The decrease in volumes of oil sold
was primarily due to normal declines in production, which decrease was partially
-38-
offset by an increase in production during 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) positive prior period gas balancing
adjustments on two significant wells during 2002, (ii) a substantial decline in
production during 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 $29.66 per barrel
and $5.23 per Mcf, respectively, in 2003 from $24.24 per barrel and $2.81 per
Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $78,735 (8.6%) in 2003 as compared to 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
2002, and (iii) workover expenses incurred on two other significant wells during
2002. As a percentage of oil and gas sales, these expenses decreased to 20.7% in
2003 from 23.6% in 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 $366,320 (66.3%) in 2003 as compared to 2002. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold, (ii) several
wells being fully depleted in 2002 due to the lack of remaining economically
recoverable reserves, and (iii) upward revisions in the estimates of remaining
oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales,
this expense decreased to 4.6% in 2003 from 14.3% in 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 $3,208 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 7.8% in 2003 from 8.1% in 2002.
III-B Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales decreased $77,109 (3.5%) in 2004 as compared to
2003. Of this decrease, approximately $175,000 and $277,000, respectively, were
related to decreases in volumes of
-39-
oil and gas sold. These decreases were partially offset by increases of
approximately $257,000 and $118,000, respectively, related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold decreased 5,880
barrels and 52,972 Mcf, respectively, in 2004 as compared to 2003. The decrease
in volumes of oil sold was primarily due to (i) normal declines in production
and (ii) the shutting-in of one significant well during late 2004 due to
mechanical problems. As of the date of this Annual Report, the shut-in well has
returned to production. The decrease in volumes of gas sold was primarily due to
normal declines in production. Average oil and gas prices increased to $39.93
per barrel and $5.85 per Mcf, respectively, in 2004 from $29.78 per barrel and
$5.24 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $22,741 (4.5%) in 2004 as compared to 2003. As a
percentage of oil and gas sales, these expenses decreased to 22.8% in 2004 from
23.1% in 2003.
Depreciation, depletion, and amortization of oil and gas properties
decreased $28,482 (22.5%) in 2004 as compared to 2003. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii)
upward revisions in the estimates of remaining oil and gas reserves during 2004.
These decreases were partially offset by the abandonment of one significant well
during 2004 following an unsuccessful recompletion attempt. As a percentage of
oil and gas sales, this expense decreased to 4.6% in 2004 from 5.7% in 2003.
This percentage decrease was primarily due to the dollar decrease in
depreciation, depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses increased to 8.2%
in 2004 from 8.0% in 2003.
The Limited Partners have received cash distributions through December 31,
2004 totaling $21,832,353 or 157.82% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales decreased $68,599 (3.0%) in 2003 as compared to
2002. Of this decrease, approximately $189,000 and $661,000, respectively, were
related to decreases in volumes of oil and gas sold. These decreases were
partially offset by increases of approximately $170,000 and $611,000,
respectively, related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 7,767 barrels and 242,304 Mcf,
respectively, in 2003 as compared to 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
-40-
production during 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) positive prior period gas balancing adjustments on two significant wells
during 2002, (ii) a substantial decline in production during 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 its previously high levels of
production. Average oil and gas prices increased to $29.78 per barrel and $5.24
per Mcf, respectively, in 2003 from $24.32 per barrel and $2.73 per Mcf,
respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $113,705 (18.3%) in 2003 as compared to 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
2002, and (iii) workover expenses incurred on several wells during 2002. As a
percentage of oil and gas sales, these expenses decreased to 23.1% in 2003 from
27.4% in 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 $210,187 (62.5%) in 2003 as compared to 2002. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold, (ii) several
wells being fully depleted in 2002 due to the lack of remaining economically
recoverable reserves, and (iii) upward revisions in the estimates of remaining
oil and gas reserves at December 31, 2003. As a percentage of oil and gas sales,
this expense decreased to 5.7% in 2003 from 14.8% in 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 $2,469 (1.4%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses increased
to 8.0% in 2003 from 7.6% in 2002.
III-C Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales decreased $266,880 (7.4%) in 2004 as compared to
2003. Of this decrease, approximately $130,000 and $570,000, respectively, were
related to decreases in volumes of
-41-
oil and gas sold. These decreases were partially offset by increases of
approximately $85,000 and $348,000, respectively, related to increases in the
average prices of oil and gas sold. Volumes of oil and gas sold decreased 4,321
barrels and 119,504 Mcf, respectively, in 2004 as compared to 2003. The decrease
in volumes of oil sold was primarily due to (i) normal declines in production
and (ii) the shutting-in of a production zone on one significant well during
late 2003. As of the date of this Annual Report, management does not expect the
shut-in zone to return to production. The decrease in volumes of gas sold was
primarily due to (i) normal declines in production and (ii) downward revisions
in the estimates of remaining gas reserves on one significant well resulting in
the III-C Partnership becoming over produced in excess of estimated ultimate
reserves, thereby increasing its gas imbalance payable. These decreases were
partially offset by the successful completion of a new well during early 2004.
Average oil and gas prices increased to $38.88 per barrel and $5.40 per Mcf,
respectively, in 2004 from $30.00 per barrel and $4.77 per Mcf, respectively, in
2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $8,413 (1.0%) in 2004 as compared to 2003. This
decrease was primarily due to the decreases in volumes of oil and gas sold,
which decrease was partially offset by workover expenses incurred on several
wells during 2004. As a percentage of oil and gas sales, these expenses
increased to 25.8% in 2004 from 24.1% in 2003.
Depreciation, depletion, and amortization of oil and gas properties
increased $237,997 (116.6%) in 2004 as compared to 2003. This increase was
primarily due to one significant well being fully depleted in 2004 due to the
lack of remaining reserves. This increase was partially offset by the decreases
in volumes of oil and gas sold. As a percentage of oil and gas sales, this
expense increased to 13.3% in 2004 from 5.7% in 2003. This percentage increase
was primarily due to the dollar increase in depreciation, depletion, and
amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses increased to 8.7%
in 2004 from 8.1% in 2003.
The Limited Partners have received cash distributions through December 31,
2004 totaling $29,393,795 or 120.20% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $860,510 (31.4%) in 2003 as compared to
2002. Of this increase, approximately $1,242,000
-42-
was related to an increase in the average price of gas sold. This increase was
partially offset by a decrease of approximately $436,000 related to a decrease
in volumes of gas sold. Volumes of oil and gas sold decreased 844 barrels and
149,916 Mcf, respectively, in 2003 as compared to 2002. The decrease in volumes
of oil sold was primarily due to the shutting-in of several wells within one
unit for the latter portion of 2003 in order to perform workovers on those
wells. The operator has not yet determined when the shut-in wells will return to
production. This decrease was partially offset by an increase in production
during 2003 on another significant well due to the successful recompletion of
that well in 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 2003 in order to perform workovers on those wells. One of the
shut-in wells has returned to production and the operator has not yet determined
when the other well will return to production. These decreases were partially
offset by the successful completion of one significant well in early 2003.
Average oil and gas prices increased to $30.00 per barrel and $4.77 per Mcf,
respectively, in 2003 from $24.53 per barrel and $2.91 per Mcf, respectively, in
2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $10,149 (1.2%) in 2003 as compared to 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 2003. These increases were partially offset by (i) a
decrease in lease operating expenses associated with the decreases in volumes of
oil and gas sold, (ii) workover expenses incurred on several wells during 2002,
and (iii) lower workover expenses incurred on another significant well during
2003 than similar expenses incurred on the same well during 2002. As a
percentage of oil and gas sales, these expenses decreased to 24.1% in 2003 from
31.3% in 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 $73,202 (26.4%) in 2003 as compared to 2002. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold, (ii) upward
revisions in the estimates of remaining oil and gas reserves at December 31,
2003, and (iii) several wells being fully depleted in 2002 due to the lack of
remaining economically recoverable reserves. As a percentage of oil and gas
sales, this expense decreased to 5.7% in 2003 from 10.1% in 2002. This
percentage decrease was primarily due to the increases in the average prices of
oil and gas sold.
General and administrative expenses increased $2,917 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 8.1% in 2003 from 10.6% in 2002. This percentage decrease was primarily due
to the increase in oil and gas sales.
-43-
III-D Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
The following discussion contains amounts for the year 2003 which have
been restated to reflect the sale of the Jay Field during 2004 as a discontinued
operation. See Part II, Item 7 for more information about this discontinued
operation.
Total oil and gas sales decreased $219,699 (10.4%) in 2004 as compared to
2003. Of this decrease, approximately $127,000 and $388,000, respectively, were
related to decreases in volumes of oil and gas sold. These decreases were
partially offset by increases of approximately $80,000 and $215,000,
respectively, related to increases in the average prices of oil and gas sold.
Volumes of oil and gas sold decreased 4,498 barrels and 83,575 Mcf,
respectively, in 2004 as compared to 2003. The decrease in volumes of oil sold
was primarily due to (i) the shutting-in of a production zone on one significant
well during late 2003 and (ii) normal declines in production. As of the date of
this Annual Report, management does not expect the shut-in zone to return to
production. The decrease in volumes of gas sold was primarily due to (i) normal
declines in production and (ii) downward revisions in the estimates of remaining
gas reserves on one significant well resulting in the III-D Partnership becoming
over produced in excess of estimated ultimate reserves thereby increasing gas
imbalance payable. Average oil and gas prices increased to $37.87 per barrel and
$5.38 per Mcf, respectively, in 2004 from $28.28 per barrel and $4.64 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $34,077 (6.4%) in 2004 as compared to 2003. This
decrease was primarily due to (i) the decreases in volumes of oil and gas sold,
(ii) workover expenses incurred on one significant well during 2003, and (iii) a
decrease in production taxes associated with the decrease in oil and gas sales.
These decreases were partially offset by workover expenses incurred on two other
significant wells during 2004. As a percentage of oil and gas sales, these
expenses increased to 26.1% in 2004 from 25.0% in 2003.
Depreciation, depletion, and amortization of oil and gas properties
decreased $1,004 (1.0%) in 2004 as compared to 2003. This decrease was primarily
due to the decreases in volumes of oil and gas sold, which decrease was
partially offset by one significant well being fully depleted in 2004 due to the
lack of
-44-
remaining reserves. As a percentage of oil and gas sales, these expenses
increased to 5.1% in 2004 from 4.6% in 2003.
General and administrative expenses increased $3,963 (2.4%) in 2004 as
compared to 2003. As a percentage of oil and gas sales, these expenses increased
to 9.0% in 2004 from 7.9% in 2003. This percentage increase was primarily due to
the decrease in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2004 totaling $16,425,669 or 125.38% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
The following discussion has been restated to reflect the sale of the Jay
Field during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
Total oil and gas sales increased $491,102 (30.2%) in 2003 as compared to
2002. Of this increase, approximately $53,000 and $694,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by a decrease of approximately $304,000 related to a
decrease in volumes of gas sold. Volumes of oil sold increased 2,008 barrels,
while volumes of gas sold decreased 108,660 Mcf, respectively, in 2003 as
compared to 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 2003 in order to perform workovers on those wells. One of the shut-in
wells has returned to production and the operator has not yet determined when
the other well will return to production. These decreases were partially offset
by the successful completion of one significant well in early 2003. Average oil
and gas prices increased to $28.28 per barrel and $4.64 per Mcf, respectively,
in 2003 from $24.18 per barrel and $2.80 per Mcf, respectively, in 2002.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $31,684 (5.7%) in 2003 as compared to 2002. This
decrease was primarily due to (i) a decrease in lease operating expenses
associated with the decrease in volumes of gas sold and (ii) lower workover
expenses incurred on one significant well during 2003 than similar expenses
incurred on the same well during 2002. These decreases were partially offset by
(i) an increase in production taxes associated with the increase in oil and gas
sales and (ii) workover expenses incurred on another significant well during
2003. As a percentage of oil and gas sales, these expenses decreased to 25.0% in
2003 from 34.5% in 2002. This percentage
-45-
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 $42,301 (30.4%) in 2003 as compared to 2002. This decrease was
primarily due to (i) two significant wells being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves, (ii) the decrease in
volumes of gas sold, and (iii) upward revisions in the estimates of remaining
gas reserves at December 31, 2003. As a percentage of oil and gas sales, these
expenses decreased to 4.6% in 2003 from 8.6% in 2002. This percentage decrease
was primarily due to the increases in the average prices of oil and gas sold.
General and administrative expenses increased $2,477 (1.5%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 7.9% in 2003 from 10.2% in 2002. This percentage decrease was primarily due
to the increase in oil and gas sales.
III-E Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
The following discussion contains amounts for the year 2003 which have
been restated to reflect the sale of the Jay Field during 2004 as a discontinued
operation. See Part II, Item 7 for more information about this discontinued
operation.
Total oil and gas sales increased $161,170 (3.6%) in 2004 as compared to
2003. Of this increase, approximately $225,000 and $481,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by decreases of approximately $273,000 and $272,000,
respectively, related to decreases in volumes of oil and gas sold. Volumes of
oil and gas sold decreased 10,115 barrels and 59,136 Mcf, respectively, in 2004
as compared to 2003. The decrease in volumes of oil sold was primarily due to
(i) a negative prior period volume adjustment made by the operator on one
significant well during 2004 and (ii) normal declines in production. Average oil
and gas prices increased to $36.86 per barrel and $5.27 per Mcf, respectively,
in 2004 from $26.94 per barrel and $4.60 per Mcf, respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $33,836 (2.6%) in 2004 as compared to 2003. This
increase was primarily due to (i) a prior period production tax adjustment on
one significant unit during 2004, (ii) workover expenses incurred on two
significant
-46-
wells during 2004, and (iii) an increase in production taxes associated with the
increase in oil and gas sales. These increases were partially offset by the
decreases in volumes of oil and gas sold. As a percentage of oil and gas sales,
these expenses decreased to 29.3% in 2004 from 29.6% in 2003.
Depreciation, depletion, and amortization of oil and gas properties
decreased $24,671 (11.2%) in 2004 as compared to 2003. This decrease was
primarily due to (i) the decreases in volumes of oil and gas sold and (ii) one
significant well being fully depleted in 2003 due to the lack of remaining
reserves. These decreases were partially offset by (i) an increase in depletable
oil and gas properties primarily due to recompletion activities on two
significant wells during 2004 and (ii) one other significant well being fully
depleted in 2004 due to the lack of remaining reserves. As a percentage of oil
and gas sales, this expense decreased to 4.2% in 2004 from 4.9% in 2003. This
percentage decrease was primarily due to the dollar decrease in depreciation,
depletion, and amortization of oil and gas properties.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to
10.5% in 2004 from 10.9% in 2003.
The Limited Partners have received cash distributions through December 31,
2004 totaling $49,295,016 or 117.86% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
The following discussion has been restated to reflect the sale of the Jay
Field during 2004 as a discontinued operation. See Part II, Item 7 for more
information about this discontinued operation.
Total oil and gas sales increased $1,613,461 (56.4%) in 2003 as compared
to 2002. Of this increase, approximately $129,000 and $1,716,000, respectively,
were related to increases in the average prices of oil and gas sold. These
increases were partially offset by a decrease of approximately $266,000 related
to a decrease in volumes of gas sold. Volumes of oil sold increased 1,480
barrels, while volumes of gas sold decreased 110,758 Mcf in 2003 as compared to
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 due to
production difficulties during 2003. The operator has not yet determined when
the shut-in well will return to production. Average oil and gas prices increased
to $26.94 per barrel and $4.60 per Mcf, respectively, in 2003 from $22.99 per
barrel and $2.40 per Mcf, respectively, in 2002.
-47-
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $40,908 (3.2%) in 2003 as compared to 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 a
decrease in lease operating expenses associated with the decrease in volumes of
gas sold. As a percentage of oil and gas sales, these expenses decreased to
29.6% in 2003 from 44.9% in 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 $93,652 (29.7%) in 2003 as compared to 2002. This decrease was
primarily due to (i) two significant wells being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves and (ii) the decrease in
volumes of gas sold. These decreases were partially offset by one significant
well being fully depleted in 2003 due to the lack of remaining economically
recoverable reserves. As a percentage of oil and gas sales, this expense
decreased to 4.9% in 2003 from 11.0% in 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 in 2003
and 2002. As a percentage of oil and gas sales, these expenses decreased to
10.9% in 2003 from 17.0% in 2002. This percentage decrease was primarily due to
the increase in oil and gas sales.
III-F Partnership
-----------------
Year Ended December 31, 2004 Compared
to Year Ended December 31, 2003
-------------------------------------
Total oil and gas sales increased $461,954 (18.6%) in 2004 as compared to
2003. Of this increase, approximately $208,000 and $285,000, respectively, were
related to increases in the average prices of oil and gas sold. Volumes of oil
and gas sold decreased 433 barrels and 4,096 Mcf, respectively, in 2004 as
compared to 2003. Average oil and gas prices increased to $39.22 per barrel and
$5.25 per Mcf, respectively, in 2004 from $28.93 per barrel and $4.56 per Mcf,
respectively, in 2003.
Oil and gas production expenses (including lease operating expenses and
production taxes) decreased $27,815 (3.7%) in 2004 as compared to 2003. This
decrease was primarily due to (i) workover expenses incurred on one significant
well during 2003 and (ii) the abandonment of another significant well in early
2003 due to severe mechanical problems. These decreases were
-48-
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 24.7% in 2004 from 30.4% in 2003. This percentage decrease was
primarily due to the increase in oil and gas sales.
Depreciation, depletion, and amortization of oil and gas properties
decreased $54,223 (25.1%) in 2004 as compared to 2003. This decrease was
primarily due to (i) the abandonment of one significant well in 2003 due to
severe mechanical problems and (ii) another significant well being fully
depleted in 2003 due to the lack of remaining reserves. As a percentage of oil
and gas sales, this expense decreased to 5.5% in 2004 from 8.7% in 2003. This
percentage decrease was primarily due to (i) the dollar decrease in
depreciation, depletion, and amortization of oil and gas properties and (ii)
increases in the average prices of oil and gas sold.
General and administrative expenses remained relatively constant in 2004
and 2003. As a percentage of oil and gas sales, these expenses decreased to 9.1%
in 2004 from 10.8% in 2003. This percentage decrease was primarily due to the
increase in oil and gas sales.
The Limited Partners have received cash distributions through December 31,
2004 totaling $19,672,904 or 88.82% of Limited Partners' capital contributions.
Year Ended December 31, 2003 Compared
to Year Ended December 31, 2002
-------------------------------------
Total oil and gas sales increased $843,020 (51.5%) in 2003 as compared to
2002. Of this increase, approximately $127,000 and $974,000, respectively, were
related to increases in the average prices of oil and gas sold. These increases
were partially offset by a decrease of approximately $200,000 related to a
decrease in volumes of gas sold. Volumes of oil and gas sold decreased 2,524
barrels and 91,053 Mcf, respectively, in 2003 as compared to 2002. The decrease
in volumes of oil sold was primarily due to (i) normal declines in production,
(ii) the abandonment of one significant well in early 2003 due to severe
mechanical problems, and (iii) the shutting-in of another significant well due
to production difficulties during 2003. 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 two significant wells during 2003 in order to perform repairs and maintenance
on those wells. Both shut-in wells have returned to production. Average oil and
gas prices increased to $28.93 per barrel and $4.56 per Mcf, respectively, in
2003 from $22.81 per barrel and $2.20 per Mcf, respectively, in 2002.
-49-
Oil and gas production expenses (including lease operating expenses and
production taxes) increased $151,144 (25.1%) in 2003 as compared to 2002. This
increase was primarily due to (i) an increase in production taxes associated
with the increase in oil and gas sales, (ii) a negative prior period lease
operating expense adjustment made by the operator on one significant well during
2002, and (iii) workover expenses incurred on another significant well during
2003. These increases were partially offset by a decrease in lease operating
expenses associated with the decreases in volumes of oil and gas sold. As a
percentage of oil and gas sales, these expenses decreased to 30.4% in 2003 from
36.9% in 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 $57,524 (21.0%) in 2003 as compared to 2002. This decrease was
primarily due to (i) one significant well being fully depleted in 2002 due to
the lack of remaining economically recoverable reserves, (ii) the decreases in
volumes of oil and gas sold, and (iii) upward revisions in the estimates of
remaining oil and gas reserves at December 31, 2003. These decreases were
partially offset by (i) the abandonment of one significant well in 2003 due to
severe mechanical problems and (ii) another significant well being fully
depleted in 2003 due to the lack of remaining economically recoverable reserves.
As a percentage of oil and gas sales, this expense decreased to 8.7% in 2003
from 16.7% in 2002. This percentage decrease was primarily due to the increases
in the average prices of oil and gas sold.
General and administrative expenses increased $2,779 (1.0%) in 2003 as
compared to 2002. As a percentage of oil and gas sales, these expenses decreased
to 10.8% in 2003 from 16.2% in 2002. This percentage decrease was primarily due
to the increase in oil and gas sales.
Average Sale Prices, Production Volumes, and Average Production Costs
The following tables are comparisons of annual average oil and gas sales
prices, production volumes, and average production costs (lease operating
expenses and production taxes) per barrel of oil equivalent (one barrel or 6 Mcf
of gas) for 2004, 2003, and 2002.
-50-
2004 Compared to 2003
---------------------
Average Sales Prices
- ---------------------------------------------------------------------------
P/ship 2004 2003(1) % Change
- ------ ------------------- ----------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- ---- ----
III-A $39.92 $5.77 $29.66 $5.23 35% 10%
III-B 39.93 5.85 29.78 5.24 34% 12%
III-C 38.88 5.40 30.00 4.77 30% 13%
III-D 37.87 5.38 28.28 4.64 34% 16%
III-E 36.86 5.27 26.94 4.60 37% 15%
III-F 39.22 5.25 28.93 4.56 36% 15%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2004 2003(1) % Change
- ------ ------------------- ------------------ --------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------ ------- ------ -----
III-A 37,123 460,303 45,080 516,905 (18%) (11%)
III-B 25,395 190,781 31,275 243,753 (19%) (22%)
III-C 9,551 548,555 13,872 668,059 (31%) (18%)
III-D 8,411 293,250 12,909 376,825 (35%) (22%)
III-E 22,653 720,487 32,768 779,623 (31%) ( 8%)
III-F 20,252 408,746 20,685 412,842 ( 2%) ( 1%)
Average Production Costs
per Barrel of Oil Equivalent
-----------------------------------
P/ship 2004 2003(1) % Change
------ ----- ------- --------
III-A $7.33 $6.37 15%
III-B 8.51 7.08 20%
III-C 8.52 6.93 23%
III-D 8.63 6.98 24%
III-E 9.53 8.15 13%
III-F 8.22 8.43 ( 2%)
- -----------
(1) The amounts for the III-D and III-E Partnerships have been restated to
reflect the sale of the Jay Field during 2004 as a discontinued operation.
See Part II, Item 7 for more information about this discontinued
operation.
-51-
2003 Compared to 2002
---------------------
Average Sales Prices
- ----------------------------------------------------------------------------
P/ship 2003(1) 2002(1) % Change
- ------ ------------------- ---------------- ------------
Oil Gas Oil Gas
($/Bbl) ($/Mcf) ($/Bbl) ($/Mcf) Oil Gas
------- ------- ------- ------- --- ----
III-A $29.66 $5.23 $24.24 $2.81 22% 86%
III-B 29.78 5.24 24.32 2.73 22% 92%
III-C 30.00 4.77 24.53 2.91 22% 64%
III-D 28.28 4.64 24.18 2.80 17% 66%
III-E 26.94 4.60 22.99 2.40 17% 92%
III-F 28.93 4.56 22.81 2.20 27% 107%
Production Volumes
- -----------------------------------------------------------------------------
P/ship 2003(1) 2002(1) % Change
- ------ ------------------ ------------------ ------------
Oil Gas Oil Gas Oil Gas
(Bbls) (Mcf) (Bbls) (Mcf) (Bbls) (Mcf)
------ ------- ------- ------- ------ -----
III-A 45,080 516,905 54,340 908,912 (17%) (43%)
III-B 31,275 243,753 39,042 486,057 (20%) (50%)
III-C 13,872 668,059 14,716 817,975 ( 6%) (18%)
III-D 12,909 376,825 10,901 485,485 18% (22%)
III-E 32,768 779,623 31,288 890,381 5% (12%)
III-F 20,685 412,842 23,209 503,895 (11%) (18%)
Average Production Costs
per Barrel of Oil Equivalent
-----------------------------------
P/ship 2003(1) 2002(1) % Change
------ ------- ------- --------
III-A $6.37 $4.45 43%
III-B 7.08 5.19 36%
III-C 6.93 5.68 22%
III-D 6.98 6.10 14%
III-E 8.15 7.15 14%
III-F 8.43 5.63 50%
- -----------
(1) The amounts for the III-D and III-E Partnerships have been restated to
reflect the sale of the Jay Field during 2004 as a discontinued operation.
See Part II, Item 7 for more information about this discontinued
operation.
-52-
Liquidity and Capital Resources
Net proceeds from operations less necessary operating capital are
distributed to the Limited Partners on a quarterly basis. See "Item 5. Market
for Units and Related Limited Partner Matters." The net proceeds from production
are not generally reinvested in productive assets, except to the extent that
producing wells are improved, where methods are employed to permit more
efficient recovery of reserves, or where identified developmental drilling or
recompletion opportunities are pursued, thereby resulting in a positive economic
impact. Assuming 2004 production levels for future years, the Partnerships'
proved reserve quantities at December 31, 2004 would have the following
remaining lives:
Partnership Gas-Years Oil-Years
----------- --------- ---------
III-A 8.2 3.3
III-B 8.2 2.9
III-C 8.4 8.6
III-D 8.2 9.6
III-E 8.9 7.0
III-F 10.1 15.5
These life of reserves estimates are based on the current estimates of remaining
oil and gas reserves. See "Item 2. Properties" for a discussion of these reserve
estimates. As discussed below, the Partnerships must terminate no later than
December 31, 2009 (November 22, 2009 for the III-A Partnership), which is five
years from December 31, 2004.
The Partnerships' available capital from the Limited Partners'
subscriptions has been spent on oil and gas properties and there should be no
further material capital resource commitments in the future. The Partnerships
have no debt commitments. Cash for operational purposes will be provided by
current oil and gas production. During 2004, 2003, and 2002 the Partnerships
expended no capital on oil and gas acquisition or exploration activities.
However, during those years the Partnerships expended the following amounts on
oil and gas developmental activities, primarily well recompletions and
developmental drilling:
Partnership 2004 2003 2002
----------- -------- ------- --------
III-A $ 78,142 $53,311 $137,214
III-B 52,376 32,726 63,540
III-C 217,479 21,609 153,761
III-D 27,306 6,141 170,676
III-E 245,429 21,436 486,120
III-F 188,433 16,762 89,261
-53-
While these expenditures may reduce or eliminate cash available for a
particular quarterly cash distribution, the General Partner believes that these
activities are necessary for the prudent operation of the properties and
maximization of their value to the Partnerships.
The Partnerships sold certain oil and gas properties during 2004, 2003,
and 2002. The sales of the Partnerships' properties was made by the General
Partner after giving due consideration to both the offer price and the General
Partner's estimate of the property's remaining proved reserves and future
operating costs. Net proceeds from the sales of such properties were included in
the calculation of the Partnerships' cash distributions for the quarter
immediately following the Partnerships' receipt of the proceeds. The amount of
such proceeds from the sales of oil and gas properties during 2004, 2003, and
2002, were as follows:
Partnership 2004 2003 2002
----------- -------- -------- -------
III-A $ 375 $ 1,902 $ -
III-B - 984 118
III-C - 34,411 20,018
III-D 88,277 23,232 16,935
III-E 629,332 101,704 -
III-F 1,654 17,010 -
The General Partner believes that the sale of these properties will be
beneficial to the Partnerships in the long-term since the properties sold
generally had a higher ratio of future operating expenses as compared to
reserves than the properties not sold.
Over the years, as part of the normal course of business, some of the
Partnerships' interests in wells have been sold, generally at oil and gas
auctions. Given the generally favorable current environment for oil and gas
dispositions, it is possible that the number of and value of properties
considered for sale may increase. In the event of sales, any net proceeds are
distributed as soon as possible after the disposition. Future production, costs
and cash flow will be reduced as properties are sold.
There can be no assurance as to the amount of the Partnerships' future
cash distributions. The Partnerships' ability to make cash distributions depends
primarily upon the level of available cash flow generated by the Partnerships'
operating activities, which will be affected (either positively or negatively)
by many factors beyond the control of the Partnerships, including the price of
and demand for oil and gas and other market and economic conditions. Even if
prices and costs remain stable, the amount of cash available for distributions
will decline over time (as the volume of production from producing properties
declines) since the Partnerships are
-54-
not replacing production through acquisitions of producing properties and
extensive drilling. The Partnerships' quantity of proved reserves has been
reduced by the sale of oil and gas properties as described above; therefore, it
is possible that the Partnerships' future cash distributions will decline as a
result of a reduction of the Partnerships' reserve base.
The General Partner expects general and administrative expenses to
increase substantially during 2005 and 2006 due to costs required to comply with
Section 404 of the Sarbanes-Oxley Act of 2002. Such anticipated increase will
reduce cash available for distribution. The General Partner expects at least a
portion of this anticipated increase in general and administrative expenses to
continue in years beyond 2006.
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report, the General Partner has extended the term of
the Partnerships for the third 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 3 November 22, 2005
III-B January 24, 2000 3 December 31, 2005
III-C February 28, 2000 3 December 31, 2005
III-D September 5, 2000 3 December 31, 2005
III-E December 26, 2000 3 December 31, 2005
III-F March 7, 2001 3 December 31, 2005
The General Partner has not determined whether it will further extend the term
of any Partnership.
Off-Balance Sheet Arrangements
The Partnerships do not have any off-balance sheet arrangements.
-55-
Contractual Obligations
The Partnerships do not have any contractual obligations of the type which
are required by the SEC to be disclosed in this Annual Report under this
heading.
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 Partners' property screening costs. The acquisition cost
to the Partnership 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 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, net of estimated salvage values.
When complete units of depreciable property are retired or sold, the asset cost
and related accumulated depreciation are eliminated with any gain or loss
reflected in income. When less than complete units of depreciable property are
retired or sold, the proceeds are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties for each oil and gas field (rather than
separately for each well). If the unamortized costs of all oil and gas
properties within a field exceed the expected undiscounted future cash flows
from such properties, the cost of the properties is written down to fair value,
which is determined by using the discounted future cash flows from the
properties. 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 included in Item 8 of this
Annual Report represents costs deferred for lease
-56-
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 rates used in
calculating the Deferred Charge and Accrued Liability are the annual average
production cost 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. These rates also approximate
the prices for which the Partnerships are currently settling similar
liabilities. 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 a negotiated or contractual payment to the
underproduced party.
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:
-57-
Increase
Increase in (decrease) in
Capitalized Net Income for
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership 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
The asset retirement obligation is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For the year ended
December 31, 2004, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized approximately $6,000, $1,000, $10,000, $5,000, $11,000, 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.
New Accounting Pronouncements
The Partnerships are not aware of any recently issued accounting
pronouncements that would have an impact on the Partnerships' future results of
operations and financial position.
Inflation and Changing Prices
Prices obtained for oil and gas production depend upon numerous factors,
including the extent of domestic and foreign production, foreign imports of oil,
market demand, domestic and foreign economic conditions in general, and
governmental regulations and tax laws. The general level of inflation in the
economy did not have a material effect on the operations of the Partnerships in
2004. Oil and gas prices have fluctuated during recent years and generally have
not followed the same pattern as inflation. See "Item 2. Properties - Oil and
Gas Production, Revenue, and Price History."
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Partnerships do not hold any market risk sensitive instruments.
-58-
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and supplementary data are indexed in Item 15
hereof.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
As of the end of the 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.
ITEM 9B. OTHER INFORMATION
The General Partner is not aware of any information required to be
reported on Form 8-K during the fourth quarter of 2004 but which was not so
reported.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE GENERAL PARTNER
The Partnerships have no directors or executive officers. The following
individuals are directors and executive officers of the General Partner. The
business address of such director and executive officers is Two West Second
Street, Tulsa, Oklahoma 74103.
Name Age Position with Geodyne
---------------- --- --------------------------------
Dennis R. Neill 53 President and Director
Judy K. Fox 54 Secretary
-59-
The director will hold office until the next annual meeting of shareholders of
Geodyne or until his successor has been duly elected and qualified. All
executive officers serve at the discretion of the Board of Directors.
Dennis R. Neill joined Samson in 1981, was named Senior Vice President and
Director of Geodyne on March 3, 1993, and was named President of Geodyne and its
subsidiaries on June 30, 1996. Prior to joining Samson, he was associated with a
Tulsa law firm, Conner and Winters, where his principal practice was in the
securities area. He received a Bachelor of Arts degree in political science from
Oklahoma State University and a Juris Doctorate degree from the University of
Texas. Mr. Neill also serves as Senior Vice President of Samson Investment
Company and as President and Director of Samson Properties Incorporated, Samson
Hydrocarbons Company, Dyco Petroleum Corporation, Berry Gas Company, Circle L
Drilling Company, Snyder Exploration Company, and Compression, Inc.
Judy K. Fox joined Samson in 1990 and was named Secretary of Geodyne and
its subsidiaries on June 30, 1996. Prior to joining Samson, she served as Gas
Contract Manager for Ely Energy Company. Ms. Fox is also Secretary of Berry Gas
Company, Circle L Drilling Company, Compression, Inc., Dyco Petroleum
Corporation, Samson Hydrocarbons Company, Snyder Exploration Company, and Samson
Properties Incorporated.
Section 16(a) Beneficial Ownership Reporting Compliance
To the best knowledge of the Partnerships and the General Partner, there
were no officers, directors, or ten percent owners who were delinquent filers
during 2004 of reports required under Section 16 of the Securities Exchange Act
of 1934.
Audit Committee Financial Expert
The Partnerships are not required by SEC regulations or otherwise to
maintain an audit committee. The board of directors of the General Partner
consists of one person and therefore serves as its audit committee. There is not
an audit committee financial expert, as defined in the SEC regulations, serving
on the General Partner's board of directors.
Code of Ethics
The General Partner has adopted a Code of Ethics which applies to all of
its executive officers, including those persons who perform the functions of
principal executive officer, principal financial officer, and principal
accounting officer. The Partnerships will provide, free of charge, a copy of
this Code of Ethics to any person upon receipt of a written request
-60-
mailed to Geodyne Resources, Inc., Investor Services, Samson Plaza, Two West
Second Street, Tulsa, OK 74103. Such requests must include the address to which
the Code of Ethics should be mailed.
ITEM 11. EXECUTIVE COMPENSATION
The General Partner and its affiliates are reimbursed for actual general
and administrative costs and operating costs incurred and attributable to the
conduct of the business affairs and operations of the Partnerships, computed on
a cost basis, determined in accordance with generally accepted accounting
principles. Such reimbursed costs and expenses allocated to the Partnerships
include office rent, secretarial, employee compensation and benefits, travel and
communication costs, fees for professional services, and other items generally
classified as general or administrative expense. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The amount of general and administrative
expense allocated to the General Partner and its affiliates which was charged to
each Partnership during 2004, 2003, and 2002, is set forth in the table below.
Although the actual costs incurred by the General Partner and its affiliates
have fluctuated during the three years presented, the amounts charged to the
Partnerships have not fluctuated due to expense limitations imposed by the
Partnership Agreements.
Partnership 2004 2003 2002
----------- -------- -------- --------
III-A $277,872 $277,872 $277,872
III-B 145,620 145,620 145,620
III-C 257,412 257,412 257,412
III-D 137,904 137,904 137,904
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,136
None of the officers or directors of the General Partner receive
compensation directly from the Partnerships. The Partnerships reimburse the
General Partner or its affiliates for that portion of such officers' and
directors' salaries and expenses attributable to time devoted by such
individuals to the Partnerships' activities based on the allocation method
described above. The following tables indicate the approximate amount of general
and administrative expense reimbursement attributable to the salaries of the
directors, officers, and employees of the General Partner and its affiliates
during 2004, 2003, and 2002:
-61-
Salary Reimbursements
III-A Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $148,384 - - - - - -
2003 $150,821 - - - - - -
2004 $161,596 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-A Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-A Partnership and no individual's salary or other
compensation reimbursement from the III-A Partnership equals or exceeds
$100,000 per annum.
-62-
Salary Reimbursements
III-B Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $77,761 - - - - - -
2003 $79,038 - - - - - -
2004 $84,685 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-B Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-B Partnership and no individual's salary or other
compensation reimbursement from the III-B Partnership equals or exceeds
$100,000 per annum.
-63-
Salary Reimbursements
III-C Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $137,458 - - - - - -
2003 $139,716 - - - - - -
2004 $149,698 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-C Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-C Partnership and no individual's salary or other
compensation reimbursement from the III-C Partnership equals or exceeds
$100,000 per annum.
-64-
Salary Reimbursements
III-D Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
---------------------------------
Annual Compensation Awards Payouts
-------------------------------- ----------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- ------- ------- ------- ---------- -------- ------- -------
<c> <c>
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $73,641 - - - - - -
2003 $74,850 - - - - - -
2004 $80,198 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-D Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-D Partnership and no individual's salary or other
compensation reimbursement from the III-D Partnership equals or exceeds
$100,000 per annum.
-65-
Salary Reimbursements
III-E Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
-----------------------------------
Annual Compensation Awards Payouts
-------------------------------- ------------------------ -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $235,110 - - - - - -
2003 $238,971 - - - - - -
2004 $256,045 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-E Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-E Partnership and no individual's salary or other
compensation reimbursement from the III-E Partnership equals or exceeds
$100,000 per annum.
-66-
Salary Reimbursements
III-F Partnership
-----------------
Three Years Ended December 31, 2004
Long Term Compensation
----------------------------------
Annual Compensation Awards Payouts
------------------------------- --------------------- -------
Securi-
Other ties All
Name Annual Restricted Under- Other
and Compen- Stock lying LTIP Compen-
Principal Salary Bonus sation Award(s) Options/ Payouts sation
Position Year ($) ($) ($) ($) SARs(#) ($) ($)
- --------------- ---- -------- ------- ------- ---------- -------- ------- -------
Dennis R. Neill,
President(1) 2002 - - - - - - -
2003 - - - - - - -
2004 - - - - - - -
All Executive
Officers,
Directors,
and Employees
as a group(2) 2002 $124,495 - - - - - -
2003 $126,539 - - - - - -
2004 $135,580 - - - - - -
- ----------
(1) The general and administrative expenses paid by the III-F Partnership and
attributable to salary reimbursements do not include any salary or other
compensation attributable to Mr. Neill.
(2) No officer or director of Geodyne or its affiliates provides full-time
services to the III-F Partnership and no individual's salary or other
compensation reimbursement from the III-F Partnership equals or exceeds
$100,000 per annum.
-67-
Affiliates of the Partnerships serve as operator of some of the
Partnerships' wells. The General Partner contracts with such affiliates for
services as operator of the wells. As operator, such affiliates are compensated
at rates provided in the operating agreements in effect and charged to all
parties to such agreement. Such compensation may occur both prior and subsequent
to the commencement of commercial marketing of production of oil or gas. The
dollar amount of such compensation paid by the Partnerships to the affiliates is
impossible to quantify as of the date of this Annual Report.
Samson maintains necessary inventories of new and used field equipment.
Samson may have provided some of this equipment for wells in which the
Partnerships have an interest. This equipment was provided at prices or rates
equal to or less than those normally charged in the same or comparable
geographic area by unaffiliated persons or companies dealing at arm's length.
The operators of these wells billed the Partnerships for a portion of such costs
based upon the Partnerships' interest in the well.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table provides information as to the beneficial ownership of
the Units as of the date of filing this Annual Report by (i) each beneficial
owner of more than five percent of the issued and outstanding Units, (ii) the
directors and officers of the General Partner, and (iii) the General Partner and
its affiliates. The address of each of such persons is Samson Plaza, Two West
Second Street, Tulsa, Oklahoma 74103.
Number of Units
Beneficially
Owned (Percent
Beneficial Owner of Outstanding)
- ------------------------------------ ------------------
III-A Partnership:
- -----------------
Samson Resources Company 63,586 (24.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 63,586 (24.1%)
-68-
III-B Partnership:
- -----------------
Samson Resources Company 32,932 (23.8%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 32,932 (23.8%)
III-C Partnership:
- -----------------
Samson Resources Company 64,509 (26.4%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 64,509 (26.4%)
III-D Partnership:
- -----------------
Samson Resources Company 36,778 (28.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 36,778 (28.1%)
III-E Partnership:
- -----------------
Samson Resources Company 119,779 (28.6%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 119,779 (28.6%)
III-F Partnership:
- -----------------
Samson Resources Company 66,681 (30.1%)
All affiliates, directors,
and officers of the General
Partner as a group and
the General Partner (4 persons) 66,681 (30.1%)
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The General Partner and certain of its affiliates engage in oil and gas
activities independently of the Partnerships which result in conflicts of
interest that cannot be totally eliminated. The allocation of acquisition and
drilling opportunities and the nature of the compensation arrangements between
the Partnerships and the General Partner also create
-69-
potential conflicts of interest. An affiliate of the Partnerships owns some of
the Partnerships' Units and therefore has an identity of interest with other
Limited Partners with respect to the operations of the Partnerships.
In order to attempt to assure limited liability for Limited Partners as
well as an orderly conduct of business, management of the Partnerships is
exercised solely by the General Partner. The Partnership Agreements grant the
General Partner broad discretionary authority with respect to the Partnerships'
participation in drilling prospects and expenditure and control of funds,
including borrowings. These provisions are similar to those contained in
prospectuses and partnership agreements for other public oil and gas
partnerships. Broad discretion as to general management of the Partnerships
involves circumstances where the General Partner has conflicts of interest and
where it must allocate costs and expenses, or opportunities, among the
Partnerships and other competing interests.
The General Partner does not devote all of its time, efforts, and
personnel exclusively to the Partnerships. Furthermore, the Partnerships do not
have any employees, but instead rely on the personnel of Samson. The
Partnerships thus compete with Samson (including other oil and gas partnerships)
for the time and resources of such personnel. Samson devotes such time and
personnel to the management of the Partnerships as are indicated by the
circumstances and as are consistent with the General Partner's fiduciary duties.
Affiliates of the Partnerships are solely responsible for the negotiation,
administration, and enforcement of oil and gas sales agreements covering the
Partnerships' leasehold interests. Because affiliates of the Partnerships who
provide services to the Partnerships have fiduciary or other duties to other
members of Samson, contract amendments and negotiating positions taken by them
in their effort to enforce contracts with purchasers may not necessarily
represent the positions that the Partnerships would take if they were to
administer their own contracts without involvement with other members of Samson.
On the other hand, management believes that the Partnerships' negotiating
strength and contractual positions have been enhanced by virtue of their
affiliation with Samson.
-70-
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Audit Fees
During 2004 and 2003, each Partnership paid the following audit fees:
2004 2003
------- -------
Year-end audit per engagement letter $21,560 $19,250
1st quarter 10-Q review 825 750
2nd quarter 10-Q review 825 750
3rd quarter 10-Q review 825 750
Audit-Related Fees
During 2004 and 2003 the Partnerships did not pay any audit-related fees
of the type required by the SEC to be disclosed in this Annual Report under this
heading.
Tax Fees
During 2004 and 2003 the Partnerships did not pay any tax compliance, tax
advice, or tax planning fees of the type required by the SEC to be disclosed in
this Annual Report under this heading.
All Other Fees
During 2004 and 2003 the Partnerships did not pay any other fees of the
type required by the SEC to be disclosed in this Annual Report under this
heading.
Audit Approval
The Partnerships do not have audit committee pre-approval policies and
procedures as described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X.
The Partnerships did not receive any services of the type described in Items
9(e)(2) through 9(e)(4) of Schedule 14A.
Audit and Related Fees Paid by Affiliates
The Partnerships' accountants received compensation from other related
partnerships managed by the General Partner and from other entities affiliated
with the General Partner. This compensation is for audit services, tax related
services, and other accounting-related services. The General Partner does not
believe this arrangement creates a conflict of interest or impairs the auditors'
independence.
-71-
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements, Financial Statement Schedules, and Exhibits.
(1) Financial Statements: The following financial statements for the
Geodyne Energy Income Limited Partnership III-A
Geodyne Energy Income Limited Partnership III-B
Geodyne Energy Income Limited Partnership III-C
Geodyne Energy Income Limited Partnership III-D
Geodyne Energy Income Limited Partnership III-E
Geodyne Energy Income Limited Partnership III-F
as of December 31, 2004 and 2003 and for each of the three years in
the period ended December 31, 2004 are filed as part of this report:
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations
Statements of Changes in Partners' Capital (Deficit)
Statements of Cash Flows
Notes to Financial Statements
(2) Financial Statement Schedules:
None.
(3) Exhibits:
Exh.
No. Exhibit
- ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne
Energy Income Limited Partnership III-A filed as Exhibit 4.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.2 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
-72-
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.5 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November
15, 1999 for Geodyne Energy Income Limited Partnership III-A filed
as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
4.9 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-A
filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
4.10 Seventh Amendment to Agreement of Limited Partnership dated November
17, 2003, for the Geodyne Energy Income Limited Partnership III-A
filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for
the year
-73-
ended December 31, 2003, filed with the SEC on March 30, 2004 and is
hereby incorporated by reference.
4.11 Agreement of Limited Partnership dated January 24, 1990 for Geodyne
Energy Income Limited Partnership III-B filed as Exhibit 4.2 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.12 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-B filed as Exhibit
4.11 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.13 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.14 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.15 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.16 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement of Limited Partnership
-74-
dated December 30, 1999 for Geodyne Energy Income Limited
Partnership III-B filed as Exhibit 4.26 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on February 25, 2000, and is hereby incorporated by
reference.
4.19 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-B
filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
4.20 Seventh Amendment to Agreement of Limited Partnership dated January
22, 2004, for the Geodyne Energy Income Limited Partnership III-B
filed as Exhibit 4.20 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003, filed with the SEC on March 30,
2004 and is hereby incorporated by reference.
4.21 Agreement of Limited Partnership dated February 26, 1990 for Geodyne
Energy Income Limited Partnership III-C filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.22 Certificate of Limited Partnership dated February 26, 1990 for
Geodyne Energy Income Limited Partnership III-C filed as Exhibit
4.20 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.23 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.24 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.25 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and
-75-
is hereby incorporated by reference.
4.26 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.27 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.28 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-C filed
as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
4.29 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-C
filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
4.30 Seventh Amendment to Agreement of Limited Partnership dated January
22, 2004, for the Geodyne Energy Income Limited Partnership III-C
filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003, filed with the SEC on March 30,
2004 and is hereby incorporated by reference.
4.31 Agreement of Limited Partnership dated September 5, 1990 for Geodyne
Energy Income Limited Partnership III-D filed as Exhibit 4.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.32 Certificate of Limited Partnership dated September 5, 1990 for
Geodyne Energy Income Limited Partnership III-D filed as Exhibit
4.29 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.33 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income
-76-
Limited Partnership III-D filed as Exhibit 4.11 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 2000,
filed with the SEC on March 5, 2001, and is hereby incorporated by
reference.
4.34 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.35 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.36 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.38 Fifth Amendment to Agreement of Limited Partnership dated August 23,
2000 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.39 Sixth Amendment to Agreement of Limited Partnership dated August 20,
2002 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2002, filed with the SEC on March 28, 2003,
and is hereby incorporated by reference.
*4.40 Seventh Amendment to Agreement of Limited Partnership dated August
18, 2004 for the Geodyne Energy Income Limited Partnership III-D.
4.41 Agreement of Limited Partnership dated December 26, 1990 for Geodyne
Energy Income Limited Partnership III-E filed as Exhibit 4.5 to
Registrant's Annual Report on
-77-
Form 10-K for the year ended December 31, 2000, filed with the SEC
on March 5, 2001, and is hereby incorporated by reference.
4.42 Certificate of Limited Partnership dated December 26, 2990 for
Geodyne Energy Income Limited Partnership III-E filed as Exhibit
4.37 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.43 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.44 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.45 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.46 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.47 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-E filed
as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.48 Fifth Amendment to Agreement of Limited Partnership dated November
15, 2000 for the Geodyne Energy Income Limited Partnership III-E
filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
-78-
4.49 Sixth Amendment to Agreement of Limited Partnership for Geodyne
Energy Income Limited Partnership III-E dated November 6, 2002,
filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q
with the SEC on November 14, 2002, and is hereby incorporated by
reference.
*4.50 Seventh Amendment to Agreement of Limited Partnership for the
Geodyne Energy Income Limited Partnership III-E dated August 18,
2004.
4.51 Agreement of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.52 Certificate of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.45 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 28, 2002 and is hereby
incorporated by reference.
4.53 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.54 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.55 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.56 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
-79-
4.57 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-F filed
as Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.58 Fifth Amendment to Agreement of Limited Partnership dated February
5, 2001 for the Geodyne Energy Income Limited Partnership III-F
filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
4.59 Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-F dated February 10, 2003,
filed as Exhibit 4.53(a) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2002, filed with the SEC on March
28, 2003, and is hereby incorporated by reference.
*4.60 Seventh Amendment to Agreement of Limited Partnership for the
Geodyne Energy Income Limited Partnership III-F dated February 7,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-C.
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-F.
*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.
-80-
*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.
*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.
-81-
*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.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
-82-
SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly organized.
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
By: GEODYNE RESOURCES, INC.
General Partner
March 30, 2005
By: //s//Dennis R. Neill
------------------------------
Dennis R. Neill
President
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities on the dates indicated.
By: //s//Dennis R. Neill President and March 30, 2005
------------------- Director (Principal
Dennis R. Neill Executive Officer)
//s//Craig D. Loseke Chief Accounting March 30, 2005
------------------- Officer (Principal
Craig D. Loseke Accounting and
Financial Officer)
//s//Judy K. Fox Secretary March 30, 2005
-------------------
Judy K. Fox
-83-
Item 8: Financial Statements and Supplementary Data
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-A, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-1
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,038,719 $ 804,593
Accounts receivable:
Oil and gas sales 588,829 509,275
--------- ---------
Total current assets $1,627,548 $1,313,868
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 761,804 847,993
DEFERRED CHARGE 187,958 195,649
--------- ---------
$2,577,310 $2,357,510
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 84,554 $ 76,949
Gas imbalance payable 26,709 22,289
Asset retirement obligation-
current (Note 1) 18,336 8,501
--------- ---------
Total current liabilities $ 129,599 $ 107,739
LONG-TERM LIABILITIES:
Accrued liability $ 28,718 $ 34,046
Asset retirement obligation
(Note 1) 96,619 106,492
--------- ---------
Total long-term liabilities $ 125,337 $ 140,538
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 88,506) ($ 104,097)
Limited Partners, issued and
outstanding, 263,976 Units 2,410,880 2,213,330
--------- ---------
Total Partners' capital $2,322,374 $2,109,233
--------- ---------
$2,577,310 $2,357,510
========= =========
The accompanying notes are an integral part of these
financial statements.
F-2
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
REVENUES:
Oil and gas sales $4,137,900 $4,039,307 $3,875,098
Interest income 6,549 5,800 7,489
Gain (loss) on sale of oil
and gas properties 1,399 - ( 22,350)
--------- --------- ---------
$4,145,848 $4,045,107 $3,860,237
COSTS AND EXPENSES:
Lease operating $ 504,320 $ 527,306 $ 697,520
Production tax 330,438 309,211 217,732
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 165,482 186,388 552,708
General and
administrative 313,621 315,566 312,358
--------- --------- ---------
$1,313,861 $1,338,471 $1,780,318
--------- --------- ---------
INCOME BEFORE CUMULATIVE
EFFECT OF ACCOUNTING
CHANGE $2,831,987 $2,706,636 $2,079,919
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - ( 673) -
--------- --------- ---------
NET INCOME $2,831,987 $2,705,963 $2,079,919
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 297,437 $ 286,852 $ 256,987
========= ========= =========
LIMITED PARTNERS - NET
INCOME $2,534,550 $2,419,111 $1,822,932
========= ========= =========
NET INCOME per Unit $ 9.60 $ 9.16 $ 6.91
========= ========= =========
UNITS OUTSTANDING 263,976 263,976 263,976
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-3
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $2,927,287 ($114,834) $2,812,453
Net income 1,822,932 256,987 2,079,919
Cash distributions ( 2,345,000) ( 229,244) ( 2,574,244)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,405,219 ($ 87,091) $2,318,128
Net income 2,419,111 286,852 2,705,963
Cash distributions ( 2,611,000) ( 303,858) ( 2,914,858)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,213,330 ($104,097) $2,109,233
Net income 2,534,550 297,437 2,831,987
Cash distributions ( 2,337,000) ( 281,846) ( 2,618,846)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,410,880 ($ 88,506) $2,322,374
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-4
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,831,987 $2,705,963 $2,079,919
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, deple-
tion, and amortiza-
tion of oil and gas
properties 165,482 186,388 552,708
Settlement of asset
retirement obligation ( 165) - -
(Gain) loss on sale of oil
and gas properties ( 1,399) - 22,350
(Increase) decrease in
accounts receivable-
related party - 10 ( 10)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 79,554) 107,912 ( 59,289)
Decrease in deferred
charge 7,691 65,187 86,737
Decrease in accounts
payable ( 2,055) ( 9,631) ( 114,987)
Increase (decrease) in
gas imbalance payable 4,420 ( 5,182) ( 4,365)
Increase (decrease) in
accrued liability ( 5,328) 875 ( 7,792)
--------- --------- ---------
Net cash provided by
operating activities $2,921,079 $3,052,195 $2,555,271
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 68,482) ($ 53,311) ($ 137,214)
Proceeds from sale of oil
and gas properties 375 1,902 -
--------- --------- ---------
Net cash used by
investing activities ($ 68,107) ($ 51,409) ($ 137,214)
--------- --------- ---------
F-5
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($2,618,846) ($2,914,858) ($2,574,244)
--------- --------- ---------
Net cash used by
financing activities ($2,618,846) ($2,914,858) ($2,574,244)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 234,126 $ 85,928 ($ 156,187)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 804,593 718,665 874,852
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,038,719 $ 804,593 $ 718,665
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-6
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-B, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-7
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 556,249 $ 417,271
Accounts receivable:
Oil and gas sales 300,554 274,296
--------- ---------
Total current assets $ 856,803 $ 691,567
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 402,168 450,273
DEFERRED CHARGE 120,451 128,417
--------- ---------
$1,379,422 $1,270,257
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 55,739 $ 52,293
Gas imbalance payable 14,760 11,711
Asset retirement obligation-
current (Note 1) 31,869 25,060
--------- ---------
Total current liabilities $ 102,368 $ 89,064
LONG-TERM LIABILITIES:
Accrued liability $ 9,828 $ 13,746
Asset retirement obligation
(Note 1) 47,996 58,151
--------- ---------
Total long-term liabilities $ 57,824 $ 71,897
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 58,429) ($ 68,928)
Limited Partners, issued and
outstanding, 138,336 Units 1,277,659 1,178,224
--------- ---------
Total Partners' capital $1,219,230 $1,109,296
--------- ---------
$1,379,422 $1,270,257
========= =========
The accompanying notes are an integral part of these
financial statements.
F-8
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
REVENUES:
Oil and gas sales $2,130,453 $2,207,562 $2,276,161
Interest income 3,114 2,971 3,923
Loss on sale of oil
and gas properties - - ( 14,724)
--------- --------- ---------
$2,133,567 $2,210,533 $2,265,360
COSTS AND EXPENSES:
Lease operating $ 309,872 $ 334,283 $ 477,844
Production tax 176,618 174,948 145,092
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 97,836 126,318 336,505
General and
administrative 175,518 175,515 173,046
--------- --------- ---------
$ 759,844 $ 811,064 $1,132,487
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,373,723 $1,399,469 $1,132,873
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - ( 586) -
--------- --------- ---------
NET INCOME $1,373,723 $1,398,883 $1,132,873
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 219,288 $ 227,153 $ 216,453
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,154,435 $1,171,730 $ 916,420
========= ========= =========
NET INCOME per Unit $ 8.35 $ 8.47 $ 6.62
========= ========= =========
UNITS OUTSTANDING 138,336 138,336 138,336
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-9
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $1,741,074 ($ 67,276) $1,673,798
Net income 916,420 216,453 1,132,873
Cash distributions ( 1,300,000) ( 197,731) ( 1,497,731)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,357,494 ($ 48,554) $1,308,940
Net income 1,171,730 227,153 1,398,883
Cash distributions ( 1,351,000) ( 247,527) ( 1,598,527)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,178,224 ($ 68,928) $1,109,296
Net income 1,154,435 219,288 1,373,723
Cash distributions ( 1,055,000) ( 208,789) ( 1,263,789)
--------- ------- ---------
Balance, Dec. 31, 2004 $1,277,659 ($ 58,429) $1,219,230
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-10
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,373,723 $1,398,883 $1,132,873
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, deple-
tion, and amortiza-
tion of oil and gas
properties 97,836 126,318 336,505
Loss on sale of oil
and gas properties - - 14,724
Settlement of asset
retirement obligation ( 701) - -
(Increase) decrease in
accounts receivable-
related party - 7 ( 7)
(Increase) decrease in
accounts receivable -
oil and gas sales ( 26,258) 72,368 ( 16,838)
Decrease in deferred
charge 7,966 55,865 71,708
Decrease in accounts
payable ( 2,383) ( 4,784) ( 66,188)
Increase (decrease) in
gas imbalance payable 3,049 ( 685) ( 1,929)
Increase (decrease) in
accrued liability ( 3,918) 1,228 ( 6,840)
--------- --------- ---------
Net cash provided by
operating activities $1,449,314 $1,649,786 $1,464,008
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 46,547) ($ 32,726) ($ 63,540)
Proceeds from sale of oil
and gas properties - 984 118
--------- --------- ---------
Net cash used by
investing activities ($ 46,547) ($ 31,742) ($ 63,422)
--------- --------- ---------
F-11
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,263,789) ($1,598,527) ($1,497,731)
--------- --------- ---------
Net cash used by
financing activities ($1,263,789) ($1,598,527) ($1,497,731)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS $ 138,978 $ 19,517 ($ 97,145)
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 417,271 397,754 494,899
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 556,249 $ 417,271 $ 397,754
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-12
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-C, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-13
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 682,792 $ 711,441
Accounts receivable:
Oil and gas sales 583,009 446,858
--------- ---------
Total current assets $1,265,801 $1,158,299
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,475,924 1,691,169
DEFERRED CHARGE 48,684 53,217
--------- ---------
$2,790,409 $2,902,685
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 123,591 $ 77,907
Gas imbalance payable 83,181 38,187
Asset retirement obligation-
current (Note 1) 38,950 28,206
--------- ---------
Total current liabilities $ 245,722 $ 144,300
LONG-TERM LIABILITIES:
Accrued liability $ 170,532 $ 202,758
Asset retirement obligation
(Note 1) 165,722 166,247
--------- ---------
Total long-term liabilities $ 336,254 $ 369,005
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 136,932) ($ 153,480)
Limited Partners, issued and
outstanding, 244,536 Units 2,345,365 2,542,860
--------- ---------
Total Partners' capital $2,208,433 $2,389,380
--------- ---------
$2,790,409 $2,902,685
========= =========
The accompanying notes are an integral part of these
financial statements.
F-14
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ---------- ----------
REVENUES:
Oil and gas sales $3,334,518 $3,601,398 $2,740,888
Interest income 5,295 4,707 4,112
Gain (loss) on sale of oil
and gas properties ( 891) 16,854 17,501
--------- --------- ---------
$3,338,922 $3,622,959 $2,762,501
COSTS AND EXPENSES:
Lease operating $ 625,598 $ 617,922 $ 664,164
Production tax 234,264 250,353 193,962
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 442,183 204,186 277,388
General and
administrative 291,575 293,086 290,169
--------- --------- ---------
$1,593,620 $1,365,547 $1,425,683
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,745,302 $2,257,412 $1,336,818
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 2,317 -
--------- --------- ---------
NET INCOME $1,745,302 $2,259,729 $1,336,818
========= ========= =========
GENERAL PARTNER -
NET INCOME $ 213,797 $ 243,670 $ 158,236
========= ========= =========
LIMITED PARTNERS -
NET INCOME $1,531,505 $2,016,059 $1,178,582
========= ========= =========
NET INCOME per Unit $ 6.26 $ 8.24 $ 4.82
========= ========= =========
UNITS OUTSTANDING 244,536 244,536 244,536
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-15
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $2,507,219 ($175,495) $2,331,724
Net income 1,178,582 158,236 1,336,818
Cash distributions ( 1,168,000) ( 133,377) ( 1,301,377)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,517,801 ($150,636) $2,367,165
Net income 2,016,059 243,670 2,259,729
Cash distributions ( 1,991,000) ( 246,514) ( 2,237,514)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,542,860 ($153,480) $2,389,380
Net income 1,531,505 213,797 1,745,302
Cash distributions ( 1,729,000) ( 197,249) ( 1,926,249)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,345,365 ($136,932) $2,208,433
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-16
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,745,302 $2,259,729 $1,336,818
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, deple-
tion, and amortiza-
tion of oil and gas
properties 442,183 204,186 277,388
(Gain) loss on sale of oil
and gas properties 891 ( 16,854) ( 17,501)
Settlement of asset
retirement obligation ( 131) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 136,151) 71,516 ( 156,240)
Decrease in deferred
charge 4,533 4,650 15,605
Increase (decrease) in
accounts payable 15,711 ( 66,036) 57,544
Increase (decrease) in
gas imbalance payable 44,994 ( 5,736) 3,199
Increase (decrease) in
accrued liability ( 32,226) 6,591 27,719
--------- --------- ---------
Net cash provided by
operating activities $2,085,106 $2,455,729 $1,544,532
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 187,506) ($ 21,609) ($ 153,761)
Proceeds from sale of oil
and gas properties - 34,411 20,018
--------- --------- ---------
Net cash provided (used)
by investing activities ($ 187,506) $ 12,802 ($ 133,743)
--------- --------- ---------
F-17
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,926,249) ($2,237,514) ($1,301,377)
--------- --------- ---------
Net cash used by
financing activities ($1,926,249) ($2,237,514) ($1,301,377)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 28,649) $ 231,017 $ 109,412
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 711,441 480,424 371,012
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 682,792 $ 711,441 $ 480,424
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-18
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-D, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-19
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 432,834 $ 438,562
Accounts receivable:
Oil and gas sales 340,185 339,466
--------- ---------
Total current assets $ 773,019 $ 778,028
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 589,161 943,562
DEFERRED CHARGE 8,429 9,952
--------- ---------
$1,370,609 $1,731,542
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 131,321 $ 83,251
Gas imbalance payable 41,607 5,189
Asset retirement obligation-
current (Note 1) 11,975 7,187
--------- ---------
Total current liabilities $ 184,903 $ 95,627
LONG-TERM LIABILITIES:
Accrued liability $ 191,685 $ 247,304
Asset retirement obligation
(Note 1) 97,207 306,844
--------- ---------
Total long-term liabilities $ 288,892 $ 554,148
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 55,158) ($ 47,561)
Limited Partners, issued and
outstanding, 131,008 Units 951,972 1,129,328
--------- ---------
Total Partners' capital $ 896,814 $1,081,767
--------- ---------
$1,370,609 $1,731,542
========= =========
The accompanying notes are an integral part of these
financial statements.
F-20
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ---------- ----------
REVENUES:
Oil and gas sales $1,894,897 $2,114,596 $1,623,494
Interest income 3,313 2,723 1,879
Gain (loss) on sale of
oil and gas properties ( 128) 10,701 15,250
--------- --------- ---------
$1,898,082 $2,128,020 $1,640,623
COSTS AND EXPENSES:
Lease operating $ 361,742 $ 381,051 $ 444,878
Production tax 132,611 147,379 115,236
Depreciation, depletion
and amortization
of oil and gas
properties 96,020 97,024 139,325
General and
administrative 171,351 167,388 164,911
--------- --------- ---------
$ 761,724 $ 792,842 $ 864,350
--------- --------- ---------
INCOME FROM CONTINUING OPERATIONS $1,136,358 $1,335,178 $ 776,273
--------- --------- ---------
Income (loss) from discontinued
operations (Note 6) ( 96,495) 111,356 22,377
Gain on disposal of discontinued
operations (Note 6) 10,368 - -
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,050,231 $1,446,534 $ 798,650
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 2,875 -
--------- --------- ---------
F-21
NET INCOME $1,050,231 $1,449,409 $ 798,650
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 113,587 $ 155,435 $ 93,120
========= ========= =========
LIMITED PARTNERS - NET
INCOME $ 936,644 $1,293,974 $ 705,530
========= ========= =========
NET INCOME per Unit $ 7.15 $ 9.88 $ 5.39
========= ========= =========
UNITS OUTSTANDING 131,008 131,008 131,008
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-22
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $ 872,824 ($ 72,956) $ 799,868
Net income 705,530 93,120 798,650
Cash distributions ( 492,000) ( 71,113) ( 563,113)
--------- ------- ---------
Balance, Dec. 31, 2002 $1,086,354 ($ 50,949) $1,035,405
Net income 1,293,974 155,435 1,449,409
Cash distributions ( 1,251,000) ( 152,047) ( 1,403,047)
--------- ------- ---------
Balance, Dec. 31, 2003 $1,129,328 ($ 47,561) $1,081,767
Net income 936,644 113,587 1,050,231
Cash distributions ( 1,114,000) ( 121,184) ( 1,235,184)
--------- ------- ---------
Balance, Dec. 31, 2004 $ 951,972 ($ 55,158) $ 896,814
========= ======= =========
The accompanying notes are an integral
part of these financial statements.
F-23
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,050,231 $1,449,409 $798,650
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, deple-
tion, and amortiza-
tion of oil and gas
properties 98,838 122,507 149,360
(Gain) loss on sale of
oil and gas properties 128 ( 10,701) ( 15,250)
Gain on disposal of
discontinued operations
(Note 6) ( 10,368) - -
Settlement of asset
retirement obligation ( 17) - -
(Increase) decrease in
accounts receivable -
oil and gas sales ( 719) 46,558 ( 135,638)
Decrease in deferred
charge 1,523 997 665
Increase (decrease) in
accounts payable 45,198 ( 88,096) 23,479
Increase in gas
imbalance payable 36,418 5,189 -
Increase (decrease) in
accrued liability ( 55,619) ( 4,494) 41,604
--------- --------- --------
Net cash provided by
operating activities $1,165,613 $1,518,494 $862,870
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 24,743) ($ 6,141) ($170,676)
Proceeds from sale of oil
and gas properties - 23,232 16,935
Proceeds from disposal of
discontinued operations
(Note 6) 88,586 - -
--------- --------- -------
F-24
Net cash provided (used)
by investing activities $ 63,843 $ 17,091 ($153,741)
--------- --------- -------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,235,184) ($1,403,047) ($563,113)
--------- --------- -------
Net cash used by
financing activities ($1,235,184) ($1,403,047) ($563,113)
--------- --------- -------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 5,728) $ 132,538 $146,016
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 438,562 306,024 160,008
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 432,834 $ 438,562 $306,024
========= ========= =======
The accompanying notes are an integral part of these
financial statements.
F-25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-E, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-26
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $1,413,497 $1,513,224
Accounts receivable:
Oil and gas sales 849,754 1,087,689
--------- ---------
Total current assets $2,263,251 $2,600,913
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,942,054 4,004,314
DEFERRED CHARGE 48,978 49,696
--------- ---------
$4,254,283 $6,654,923
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 768,152 $ 415,194
Gas imbalance payable 5,643 2,736
Asset retirement obligation-
current (Note 1) 28,411 12,713
--------- ---------
Total current liabilities $ 802,206 $ 430,643
LONG-TERM LIABILITIES:
Accrued liability $ 301,594 $ 342,831
Asset retirement obligation
(Note 1) 188,764 1,756,150
--------- ---------
Total long-term liabilities $ 490,358 $2,098,981
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 316,058) ($ 177,234)
Limited Partners, issued and
outstanding, 418,266 Units 3,277,777 4,302,533
--------- ---------
Total Partners' capital $2,961,719 $4,125,299
--------- ---------
$4,254,283 $6,654,923
========= =========
The accompanying notes are an integral part of these
financial statements.
F-27
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
---------- ---------- ----------
REVENUES:
Oil and gas sales $4,633,713 $4,472,543 $2,859,082
Interest income 10,677 5,786 2,779
Gain on sale of
oil and gas properties - 76,301 -
--------- --------- ---------
$4,644,390 $4,554,630 $2,861,861
COSTS AND EXPENSES:
Lease operating $ 994,188 $1,047,478 $1,123,177
Production tax 365,443 278,317 161,710
Depreciation, depletion
and amortization
of oil and gas
properties 196,510 221,181 314,833
General and
administrative 488,702 487,927 484,967
--------- --------- ---------
$2,044,843 $2,034,903 $2,084,687
--------- --------- ---------
INCOME FROM CONTINUING
OPERATIONS $2,599,547 $2,519,727 $ 777,174
--------- --------- ---------
Income (loss) from
discontinued operations
(Note 6) ( 687,645) 785,456 149,044
Gain on disposal of
discontinued operations
(Note 6) 88,757 - -
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $2,000,659 $3,305,183 $ 926,218
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 2,725 -
--------- --------- ---------
F-28
NET INCOME $2,000,659 $3,307,908 $ 926,218
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 218,415 $ 367,060 $ 127,708
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,782,244 $2,940,848 $ 798,510
========= ========= =========
NET INCOME per Unit $ 4.26 $ 7.03 $ 1.91
========= ========= =========
UNITS OUTSTANDING 418,266 418,266 418,266
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-29
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $2,960,175 ($286,758) $2,673,417
Net income 798,510 127,708 926,218
Cash distributions ( 266,000) ( 91,634) ( 357,634)
--------- ------- ---------
Balance, Dec. 31, 2002 $3,492,685 ($250,684) $3,242,001
Net income 2,940,848 367,060 3,307,908
Cash distributions ( 2,131,000) ( 293,610) ( 2,424,610)
--------- ------- ---------
Balance, Dec. 31, 2003 $4,302,533 ($177,234) $4,125,299
Net income 1,782,244 218,415 2,000,659
Cash distributions ( 2,807,000) ( 357,239) ( 3,164,239)
--------- ------- ---------
Balance, Dec. 31, 2004 $3,277,777 ($316,058) $2,961,719
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-30
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $2,000,659 $3,307,908 $ 926,218
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, deple-
tion, and amortiza-
tion of oil and gas
properties 215,745 412,149 392,936
Gain on sale of oil and
gas properties - ( 76,301) -
Gain on disposal of
discontinued operations
(Note 6) ( 88,757) - -
Settlement of asset
retirement obligation ( 319) ( 1,848) -
(Increase) decrease in
accounts receivable -
oil and gas sales 237,935 ( 162,862) ( 237,737)
Decrease in deferred
charge 718 19,480 18,536
Increase (decrease) in
accounts payable 342,489 ( 331,565) ( 26,248)
Increase (decrease) in
accrued liability - other - ( 122,289) 122,289
Increase (decrease) in gas
imbalance payable 2,907 - ( 2,255)
Increase (decrease) in
accrued liability ( 41,237) 14,199 11,411
--------- --------- ---------
Net cash provided by
operating activities $2,670,140 $3,056,146 $1,205,150
--------- --------- ---------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 237,849) ($ 21,436) ($ 486,120)
Proceeds from sale of oil
and gas properties - 101,704 -
Proceeds from disposal of
discontinued operations
(Note 6) 632,221 - -
--------- --------- ---------
F-31
Net cash provided (used)
by investing activities $ 394,372 $ 80,268 ($ 486,120)
--------- --------- ---------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($3,164,239) ($2,424,610) ($ 357,634)
--------- --------- ---------
Net cash used by
financing activities ($3,164,239) ($2,424,610) ($ 357,634)
--------- --------- ---------
NET INCREASE (DECREASE) IN
CASH AND CASH EQUIVALENTS ($ 99,727) $ 711,804 $ 361,396
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 1,513,224 801,420 440,024
--------- --------- ---------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $1,413,497 $1,513,224 $ 801,420
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-32
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE PARTNERS
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
In our opinion, the accompanying balance sheets and the related statements
of operations, changes in partners' capital (deficit) and cash flows present
fairly, in all material respects, the financial position of the Geodyne Energy
Income Limited Partnership III-F, an Oklahoma limited partnership, at December
31, 2004 and 2003, and the results of its operations and its cash flows for each
of the three years in the period ended December 31, 2004, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these financial statements in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.
As discussed in Note 1 of Notes to the Financial Statements under the
heading "Asset Retirement Obligation," effective January 1, 2003 the
Partnerships changed the manner in which they account for asset retirement
obligations.
PricewaterhouseCoopers LLP
Tulsa, Oklahoma
March 30, 2005
F-33
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Balance Sheets
December 31, 2004 and 2003
ASSETS
------
2004 2003
------------ ------------
CURRENT ASSETS:
Cash and cash equivalents $ 696,460 $ 521,918
Accounts receivable:
Oil and gas sales 548,005 352,465
--------- ---------
Total current assets $1,244,465 $ 874,383
NET OIL AND GAS PROPERTIES,
utilizing the successful
efforts method 1,727,931 1,695,682
DEFERRED CHARGE 21,947 22,237
--------- ---------
$2,994,343 $2,592,302
========= =========
LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
-------------------------------------------
CURRENT LIABILITIES:
Accounts payable $ 92,446 $ 96,896
Gas imbalance payable 4,721 2,295
Asset retirement obligation -
current (Note 1) 8,552 4,002
--------- ---------
Total current liabilities $ 105,719 $ 103,193
LONG-TERM LIABILITIES:
Accrued liability $ 105,877 $ 131,768
Asset retirement obligation
(Note 1) 141,647 138,975
--------- ---------
Total long-term liabilities $ 247,524 $ 270,743
PARTNERS' CAPITAL (DEFICIT):
General Partner ($ 142,055) ($ 156,356)
Limited Partners, issued and
outstanding, 221,484 Units 2,783,155 2,374,722
--------- ---------
Total Partners' capital $2,641,100 $2,218,366
--------- ---------
$2,994,343 $2,592,302
========= =========
The accompanying notes are an integral part of these
financial statements.
F-34
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Operations
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
---------- ---------- ----------
REVENUES:
Oil and gas sales $2,941,732 $2,479,778 $1,636,758
Interest income 3,841 2,295 1,692
--------- --------- ---------
$2,945,573 $2,482,073 $1,638,450
COSTS AND EXPENSES:
Lease operating $ 569,410 $ 615,422 $ 518,772
Production tax 157,277 139,080 84,586
Depreciation, deple-
tion, and amorti-
zation of oil and
gas properties 161,752 215,975 273,499
General and
administrative 266,912 267,876 265,097
--------- --------- ---------
$1,155,351 $1,238,353 $1,141,954
--------- --------- ---------
INCOME BEFORE CUMULATIVE EFFECT
OF ACCOUNTING CHANGE $1,790,222 $1,243,720 $ 496,496
Cumulative effect of change
in accounting for asset
retirement obligations
(Note 1) - 3,712 -
--------- --------- ---------
NET INCOME $1,790,222 $1,247,432 $ 496,496
========= ========= =========
GENERAL PARTNER - NET
INCOME $ 95,789 $ 70,747 $ 35,680
========= ========= =========
LIMITED PARTNERS - NET
INCOME $1,694,433 $1,176,685 $ 460,816
========= ========= =========
NET INCOME per Unit $ 7.65 $ 5.31 $ 2.08
========= ========= =========
UNITS OUTSTANDING 221,484 221,484 221,484
========= ========= =========
The accompanying notes are an integral part of these
financial statements.
F-35
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Partners' Capital (Deficit)
For the Years Ended December 31, 2004, 2003, and 2002
Limited General
Partners Partner Total
------------ ---------- ------------
Balance, Dec. 31, 2001 $2,359,221 ($161,655) $2,197,566
Net income 460,816 35,680 496,496
Cash distributions ( 575,000) ( 33,646) ( 608,646)
--------- ------- ---------
Balance, Dec. 31, 2002 $2,245,037 ($159,621) $2,085,416
Net income 1,176,685 70,747 1,247,432
Cash distributions ( 1,047,000) ( 67,482) ( 1,114,482)
--------- ------- ---------
Balance, Dec. 31, 2003 $2,374,722 ($156,356) $2,218,366
Net income 1,694,433 95,789 1,790,222
Cash distributions ( 1,286,000) ( 81,488) ( 1,367,488)
--------- ------- ---------
Balance, Dec. 31, 2004 $2,783,155 ($142,055) $2,641,100
========= ======= =========
The accompanying notes are an integral part of these
financial statements.
F-36
GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F
Statements of Cash Flows
For the Years Ended December 31, 2004, 2003, and 2002
2004 2003 2002
------------ ------------ ----------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net income $1,790,222 $1,247,432 $496,496
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, deple-
tion, and amortiza-
tion of oil and gas
properties 161,752 215,975 273,499
Settlement of asset
retirement obligation - ( 903) -
Increase in accounts
receivable - oil and
gas sales ( 195,540) ( 4,165) ( 108,479)
Decrease in deferred
charge 290 7,709 7,055
Increase (decrease) in
accounts payable ( 12,362) ( 21,845) 59,967
Increase (decrease) in
accrued liability - other - ( 102,690) 102,690
Increase in gas
imbalance payable 2,426 - -
Increase (decrease) in
accrued liability ( 25,891) 13,763 6,834
--------- --------- -------
Net cash provided by
operating activities $1,720,897 $1,351,564 $838,062
--------- --------- -------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Capital expenditures ($ 180,521) ($ 16,762) ($ 89,261)
Proceeds from sale of oil
and gas properties 1,654 17,010 -
--------- --------- -------
Net cash provided (used)
by investing activities ($ 178,867) $ 248 ($ 89,261)
--------- --------- -------
F-37
CASH FLOWS FROM FINANCING
ACTIVITIES:
Cash distributions ($1,367,488) ($1,114,482) ($608,646)
--------- --------- -------
Net cash used by
financing activities ($1,367,488) ($1,114,482) ($608,646)
--------- --------- -------
NET INCREASE IN CASH
AND CASH EQUIVALENTS $ 174,542 $ 237,330 $140,155
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 521,918 284,588 144,433
--------- --------- -------
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 696,460 $ 521,918 $284,588
========= ========= =======
The accompanying notes are an integral part of these
financial statements.
F-38
GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS
Notes to Financial Statements
For the Years Ended December 31, 2004, 2003, and 2002
1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Nature of Operations
The Geodyne Energy Income Limited Partnerships (the "Partnerships") were
formed pursuant to a public offering of depositary units ("Units"). Upon
formation, investors became limited partners (the "Limited Partners") and held
Units issued by each Partnership. Geodyne Resources, Inc. (the "General
Partner") is the general partner of each Partnership. Limited Partner capital
contributions were invested in producing oil and gas properties. The
Partnerships were activated on the following dates with the following Limited
Partner capital contributions.
Limited Partner
Date of Capital
Partnership Activation Contributions
----------- ------------------ ---------------
III-A November 22, 1989 $26,397,600
III-B January 24, 1990 13,833,600
III-C February 27, 1990 24,453,600
III-D September 5, 1990 13,100,800
III-E December 26, 1990 41,826,600
III-F March 7, 1991 22,148,400
Pursuant to the terms of the partnership agreements for the Partnerships
(the "Partnership Agreements") the Partnerships were scheduled to terminate on
the dates indicated in the "Initial Termination Date" column of the following
chart. However, the Partnership Agreements provide that the General Partner may
extend the term of each Partnership for up to five periods of two years each. As
of the date of this Annual Report on Form 10-K ("Annual Report"), the General
Partner has extended the term of the Partnerships for the third 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 3 November 22, 2005
III-B January 24, 2000 3 December 31, 2005
III-C February 28, 2000 3 December 31, 2005
III-D September 5, 2000 3 December 31, 2005
III-E December 26, 2000 3 December 31, 2005
III-F March 7, 2001 3 December 31, 2005
F-39
The General Partner has not determined whether it will further extend the
term of any Partnership.
An affiliate of the General Partner owned the following Units at December
31, 2004:
Number of Percent of
Partnership Units Owned Outstanding
----------- ----------- -----------
III-A 63,536 24.1%
III-B 32,632 23.6%
III-C 63,809 26.1%
III-D 36,678 28.0%
III-E 119,529 28.6%
III-F 66,461 30.0%
The Partnerships' sole business is the development and production of oil
and gas. Substantially all of the Partnerships' gas reserves are being sold
regionally on the "spot market." Due to the highly competitive nature of the
spot market, prices on the spot market are subject to wide seasonal and regional
pricing fluctuations. In addition, such spot market sales are generally short
term in nature and are dependent upon obtaining transportation services provided
by pipelines. The Partnerships' oil is sold at or near the Partnerships' wells
under short-term purchase contracts at prevailing arrangements which are
customary in the oil industry. The prices received for the Partnerships' oil and
gas are subject to influences such as global consumption and supply trends.
Allocation of Costs and Revenues
The terms of each Partnership's Limited Partnership Agreement (the
"Partnership Agreement") allocate costs and income between the Limited Partners
and the General Partner as follows:
F-40
Before Payout (1) After Payout(1)
-------------------- --------------------
General Limited General Limited
Partner Partners Partner Partners
-------- -------- -------- --------
Costs(2)
- ------------------------
Sales commissions, payment
for organization and
offering costs and
management fee 1% 99% - -
Property acquisition
costs 1% 99% 1% 99%
Identified development
drilling 1% 99% 1% 99%
Development drilling(2) 5% 95% 15% 85%
General and administra-
tive costs, direct
administrative costs
and operating costs(2) 5% 95% 15% 85%
Income(2)
- ------------------------
Temporary investments of
Limited Partners'
subscriptions 1% 99% 1% 99%
Income from oil and gas
production(2) 5% 95% 15% 85%
Gain on sale of
producing properties(2) 5% 95% 15% 85%
All other income(2) 5% 95% 15% 85%
- ----------
(1) Payout occurs when total distributions to Limited Partners equal total
original Limited Partner subscriptions.
(2) If at payout the Limited Partners have received distributions at an annual
rate less than 12% of their subscriptions, the percentage of income and
costs allocated to the General Partner will increase to only 10% and the
Limited Partners will be allocated 90%. Thereafter, if the distribution to
Limited Partners reaches an average annual rate of 12% the allocation will
change to 15% to the General Partner and 85% to the Limited Partners.
The Partnerships' payout dates and current general partner/limited partner
sharing ratio of costs and income are shown on the following chart:
F-41
Current
Payout Costs and Income
Partnership Occurred Sharing
----------- ------------- ----------------
III-A 2nd Qtr. 2000 10%/90%
III-B 1st Qtr. 1998 15%/85%
III-C 4th Qtr. 2001 10%/90%
III-D 3rd Qtr. 2001 10%/90%
III-E 3rd Qtr. 2001 10%/90%
III-F Not Paid Out 5%/95%
Cash and Cash Equivalents
The Partnerships consider all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents. Cash equivalents are
not insured, which cause the Partnerships to be subject to risk.
Credit Risks
Accrued oil and gas sales which are due from a variety of oil and gas
purchasers subject the Partnerships to a concentration of credit risk. Some of
these purchasers are discussed in Note 3 - Major Customers.
Oil and Gas Properties
The Partnerships follow the successful efforts method of accounting for
their oil and gas properties. Under the successful efforts method, the
Partnerships capitalize all property acquisition costs and development costs
incurred in connection with the further development of oil and gas reserves.
Property acquisition costs include costs incurred by the Partnerships or the
General Partner to acquire producing properties, including related title
insurance or examination costs, commissions, engineering, legal and accounting
fees, and similar costs directly related to the acquisitions, plus an allocated
portion of the General Partner's property screening costs. The acquisition cost
to the Partnerships of properties acquired by the General Partner is adjusted to
reflect the net cash results of operations, including interest incurred to
finance the acquisition, for the period of time the properties are held by the
General Partner.
Depletion of the costs of producing oil and gas properties, amortization
of related intangible drilling and development costs, and depreciation of
tangible lease and well equipment are computed on the units-of-production
method. The Partnerships' calculation of depreciation, depletion, and
amortization includes estimated dismantlement and abandonment costs, net of
estimated salvage values. The depreciation, depletion, and amortization
F-42
rates, which include accretion of the asset retirement obligation, per
equivalent barrel of oil produced during the years ended December 31, 2004,
2003, and 2002 were as follows:
Partnership 2004 2003(1) 2002(1)
----------- ----- ------- -------
III-A $1.45 $1.42 $2.69
III-B 1.71 1.76 2.80
III-C 4.38 1.63 1.84
III-D 1.68 1.28 1.52
III-E 1.37 1.36 1.75
III-F 1.83 2.41 2.55
- ----------------
(1) The amounts for the III-D and III-E Partnerships have been restated to
reflect the sale of the Jay Field during 2004 as a discontinued operation.
See Note 6 for more information about this discontinued operation.
When complete units of depreciable property are retired or sold, the asset
cost, related accumulated depreciation, and remaining asset retirement
obligation, are eliminated with any gain or loss reflected in income. When less
than complete units of depreciable property are retired or sold, the proceeds
are credited to oil and gas properties.
The Partnerships evaluate the recoverability of the carrying costs of
their proved oil and gas properties at the field level. If the unamortized costs
of oil and gas properties within a field exceed the expected undiscounted future
cash flows from such properties, the cost of the properties is written down to
fair value, which is determined by using the discounted future cash flows from
the properties. No impairment provisions were recorded by the Partnerships
during the three years ended December 31, 2004. The risk that the Partnerships
will be required to record impairment provisions in the future increases as oil
and gas prices decrease.
Deferred Charge
Deferred Charge represents costs deferred for lease operating expenses
incurred in connection with the Partnerships' underproduced gas imbalance
positions. The rate used in calculating the deferred charge is the average of
the annual production costs per Mcf. At December 31, 2004 and 2003, cumulative
total gas sales volumes for underproduced wells were less than the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
F-43
2004 2003
-------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 216,217 $187,958 225,065 $195,649
III-B 108,897 120,451 116,099 128,417
III-C 82,810 48,684 90,520 53,217
III-D 8,260 8,429 9,753 9,952
III-E 24,848 48,978 25,212 49,696
III-F 19,865 21,947 20,128 22,237
Accrued Liability
Accrued liability represents charges accrued for lease operating expenses
incurred in connection with the Partnerships' overproduced gas imbalance
positions. The rate used in calculating the accrued liability is the average of
the annual production costs per Mcf. At December 31, 2004 and 2003, cumulative
total gas sales volumes for overproduced wells exceeded the Partnerships'
pro-rata share of total gas production from these wells by the following
amounts:
2004 2003
-------------------- --------------------
Partnership Mcf Amount Mcf Amount
----------- ------- -------- ------- --------
III-A 33,036 $ 28,718 39,165 $ 34,046
III-B 8,886 9,828 12,428 13,746
III-C 280,099 170,532 318,616 202,758
III-D 187,853 191,685 223,033 247,304
III-E 153,008 301,594 173,929 342,831
III-F 95,834 105,877 114,044 131,768
Oil and Gas Sales and Gas Imbalance Payable
The Partnerships' oil and condensate production is sold, title passed, and
revenue recognized at or near the Partnerships' wells under short-term purchase
contracts at prevailing prices in accordance with arrangements which are
customary in the oil and gas industry. Sales of gas applicable to the
Partnerships' interest in producing oil and gas leases are recorded as revenue
when the gas is metered and title transferred pursuant to the gas sales
contracts covering the Partnerships' interest in gas reserves. During such times
as a Partnership's sales of gas exceed its pro rata ownership in a well, such
sales are recorded as revenue unless total sales from the well have exceeded the
Partnership's share of estimated total gas reserves underlying the property, at
which time such excess is recorded as a liability. The rates per Mcf used to
calculate this liability are based on the average gas prices for which the
Partnerships
F-44
are currently settling this liability. At December 31, 2004 and 2003 total sales
exceeded the Partnerships' share of estimated total gas reserves as follows:
2004 2003
------------------- -------------------
Partnership Mcf Amount Mcf Amount
----------- ------ ------- ------ -------
III-A 17,806 $26,709 14,859 $22,289
III-B 9,840 14,760 7,807 11,711
III-C 55,454 83,181 25,458 38,187
III-D 27,738 41,607 3,459 5,189
III-E 3,762 5,643 1,824 2,736
III-F 3,147 4,721 1,530 2,295
These amounts were recorded as gas imbalance payables in accordance with the
sales method. These gas imbalance payables will be settled by either gas
production by the underproduced party in excess of the current estimates of
total gas reserves for the well or by a negotiated or contractual payment to the
underproduced party.
The Partnerships have not entered into any hedging or derivative contracts
in connection with their production and sale of oil and gas.
General and Administrative Overhead
The General Partner and its affiliates are reimbursed for actual general
and administrative costs incurred and attributable to the conduct of the
business affairs and operations of the Partnerships.
Use of Estimates in Financial Statements
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. Further, the
deferred charge, the gas imbalance payable, the asset retirement obligations,
and the accrued liability all involve estimates which could materially differ
from the actual amounts ultimately realized or incurred in the near term. Oil
and gas reserves (see Note 4) also involve significant estimates which could
materially differ from the actual amounts ultimately realized.
F-45
Income Taxes
Income or loss for income tax purposes is includable in the income tax
returns of the partners. Accordingly, no recognition has been given to income
taxes in these financial statements.
Asset Retirement Obligation
In July 2001, the FASB issued FAS No. 143, "Accounting for Asset
Retirement Obligations", which is effective for fiscal years beginning after
June 15, 2002 (January 1, 2003 for the Partnerships). FAS No. 143 requires the
fair value of a liability for an asset retirement obligation to be recognized in
the period in which it is incurred if a reasonable estimate of fair value can be
made, and that the associated asset retirement costs be capitalized as part of
the carrying amount of the long-lived asset. The Partnerships own interests in
oil and gas properties which require expenditures to plug and abandon the wells
when reserves in the wells are depleted. 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:
F-46
Increase
Increase in (decrease) in
Capitalized Net Income For
Cost of Oil the Change in Asset
and Gas Accounting Retirement
Partnership 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
The asset retirement obligation is adjusted upwards each quarter in order
to recognize accretion of the time-related discount factor. For the year ended
December 31, 2004, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships
recognized approximately $6,000, $1,000, $10,000, $5,000, $11,000, 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.
The components of the change in asset retirement obligations for the years
ended December 31, 2004 and December 31, 2003 are as shown below.
III-A Partnership
-----------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $114,993 $109,762
Additions and revisions 466 627
Settlements and disposals ( 4,865) -
Accretion expense 4,361 4,604
------- -------
Total Asset Retirement
Obligation, December 31 $114,955 $114,993
======= =======
Asset Retirement Obligation -
Current $ 18,336 $ 8,501
Asset Retirement Obligation -
Long-Term 96,619 106,492
F-47
III-B Partnership
-----------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $ 83,211 $ 76,536
Additions and revisions ( 2,532) 198
Settlements and disposals ( 3,801) -
Accretion expense 2,987 6,477
------- -------
Total Asset Retirement
Obligation, December 31 $ 79,865 $ 83,211
======= =======
Asset Retirement Obligation -
Current $ 31,869 $ 25,060
Asset Retirement Obligation -
Long-Term 47,996 58,151
III-C Partnership
-----------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $194,453 $189,767
Additions and revisions 2,478 230
Settlements and disposals ( 131) ( 3,216)
Accretion expense 7,872 7,672
------- -------
Total Asset Retirement
Obligation, December 31 $204,672 $194,453
======= =======
Asset Retirement Obligation -
Current $ 38,950 $ 28,206
Asset Retirement Obligation -
Long-Term 165,722 166,247
F-48
III-D Partnership
-----------------
2004 2003
---------- ----------
Total Asset Retirement
Obligation, January 1 $314,031 $106,449
Additions and revisions 1,054 203,597
Settlements and disposals ( 17) ( 273)
Accretion expense 6,941 4,258
Discontinued operations ( 212,827) -
------- -------
Total Asset Retirement
Obligation, December 31 $109,182 $314,031
======= =======
Asset Retirement Obligation -
Current $ 11,975 $ 7,187
Asset Retirement Obligation -
Long-Term 97,207 306,844
III-E Partnership
-----------------
2004 2003
------------ ------------
Total Asset Retirement
Obligation, January 1 $1,768,863 $ 260,513
Additions and revisions 922 1,508,408
Settlements and disposals ( 6,252) ( 4,687)
Accretion expense 27,245 4,629
Discontinued operations ( 1,573,603) -
--------- ---------
Total Asset Retirement
Obligation, December 31 $ 217,175 $1,768,863
========= =========
Asset Retirement Obligation -
Current $ 28,411 $ 12,713
Asset Retirement Obligation -
Long-Term 188,764 1,756,150
F-49
III-F Partnership
-----------------
2004 2003
-------- ----------
Total Asset Retirement
Obligation, January 1 $142,977 $139,563
Additions and revisions 774 -
Settlements and disposals - ( 2,303)
Accretion expense 6,448 5,717
------- -------
Total Asset Retirement
Obligation, December 31 $150,199 $142,977
======= =======
Asset Retirement Obligation -
Current $ 8,552 $ 4,002
Asset Retirement Obligation -
Long-Term 141,647 138,975
Had FAS No. 143 been adopted at January 1, 2002 the amount of the asset
retirement obligation at that date and at December 31, 2002 would not have been
materially different from the amount recorded at January 1, 2003. If this
accounting policy had been in effect on January 1, 2002, the pro forma impact
for the III-A, III-B, III-C, III-D, III-E and III-F Partnerships during the year
ended December 31, 2002 would have been an increase in depreciation, depletion,
and amortization expense of approximately $5,000, $4,000, $9,000, $6,000,
$17,000, and $9,000, respectively:
2. TRANSACTIONS WITH RELATED PARTIES
The Partnerships reimburse the General Partner for the general and
administrative overhead applicable to the Partnerships, based on an allocation
of actual costs incurred by the General Partner. When actual costs incurred
benefit other Partnerships and affiliates, the allocation of costs is based on
the relationship of the Partnerships' reserves to the total reserves owned by
all Partnerships and affiliates. The General Partner believes this allocation
method is reasonable. Although the actual costs incurred by the General Partner
and its affiliates have fluctuated during the three years presented, the amounts
charged to the Partnerships have not fluctuated due to the expense limitations
imposed by the Partnership Agreement. The following is a summary of payments
made to the General Partner or its affiliates by the Partnerships for general
and administrative overhead costs for the years ended December 31, 2004, 2003,
and 2002:
F-50
Partnership 2004 2003 2002
----------- -------- -------- --------
III-A $277,872 $277,872 $277,872
III-B 145,620 145,620 145,620
III-C 257,412 257,412 257,412
III-D 137,904 137,904 137,904
III-E 440,280 440,280 440,280
III-F 233,136 233,136 233,136
Affiliates of the Partnerships operate certain of the Partnerships'
properties and their policy is to bill the Partnerships for all customary
charges and cost reimbursements associated with these activities, together with
any compressor rentals, consulting, or other services provided.
3. MAJOR CUSTOMERS
The following table sets forth purchasers who individually accounted for
ten percent or more of each Partnership's combined oil and gas sales during
2004, 2003, and 2002:
Partnership Purchaser Percentage
----------- ------------------------ --------------------------
2004 2003 2002
----- ----- -----
III-A Eaglwing Trading, Inc.
("Eaglwing") 26.9% 27.0% 24.0%
Gulfterra Central Point
Allocation
("Gulfterra") 12.2% - -
Valero Industrial Gas
L.P. ("Valero") - 23.9% 21.0%
Conoco, Inc. - - 16.2%
El Paso Energy Marketing
Company ("El Paso") - - 10.5%
III-B Eaglwing 33.8% 32.0% 26.4%
Gulfterra 11.0% - -
Valero - 20.3% 16.6%
Conoco, Inc. - - 18.1%
F-51
III-C Duke Energy Field
Services, Inc. ("Duke") 18.3% 19.6% -
Cinergy Marketing Company
("Cinergy") 14.5% 23.2% -
ONEOK Texas Energy
Resources ("ONEOK") 13.4% - -
ONEOK Field Services
Company ("ONEOK FSC") 13.3% 17.7% 14.8%
Enogex Services
Corporation 11.5% - -
El Paso - - 44.8%
III-D Cinergy 19.1% 28.1% -
ONEOK 18.0% - -
Eaglwing 16.2% 23.9% 22.0%
Duke 14.1% 14.5% -
ONEOK FSC 10.8% 15.2% 12.7%
El Paso - - 43.1%
III-E Eaglwing 24.4% 36.1% 43.7%
Duke 15.1% 13.7% 12.1%
Mountain Gas Resources,
Inc. ("Mountain") 13.5% - -
Sempra Energy Trading
Corp. ("Sempra") 11.6% - -
Hunt Crude Oil Supply
Company 10.4% - -
El Paso - - 14.1%
III-F Mountain 23.1% 19.7% -
Sempra 19.8% - -
Eaglwing 18.4% 15.4% 19.9%
Duke 14.7% 17.3% 13.9%
El Paso - - 35.3%
In the event of interruption of purchases by one or more of these
significant customers or the cessation or material change in availability of
open access transportation by the Partnerships' pipeline transporters, the
Partnerships may encounter difficulty in marketing their gas and in maintaining
historic sales levels. Alternative purchasers or transporters may not be readily
available.
4. SUPPLEMENTAL OIL AND GAS INFORMATION
The following supplemental information regarding the oil and gas
activities of the Partnerships is presented pursuant to the disclosure
requirements promulgated by the SEC.
F-52
Capitalized Costs
Capitalized costs and accumulated depreciation, depletion, amortization,
and valuation allowance at December 31, 2004 and 2003 were as follows:
III-A Partnership
-----------------
2004 2003
------------- -------------
Proved properties $15,505,374 $16,012,281
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 14,743,570) ( 15,164,288)
---------- ----------
Net oil and gas
properties $ 761,804 $ 847,993
========== ==========
III-B Partnership
-----------------
2004 2003
------------- -------------
Proved properties $ 9,271,100 $ 9,598,596
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,868,932) ( 9,148,323)
---------- ----------
Net oil and gas
properties $ 402,168 $ 450,273
========== ==========
F-53
III-C Partnership
-----------------
2004 2003
------------- -------------
Proved properties $18,190,059 $17,971,295
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 16,714,135) ( 16,280,126)
---------- ----------
Net oil and gas
properties $ 1,475,924 $ 1,691,169
========== ==========
III-D Partnership
-----------------
2004 2003
------------- -------------
Proved properties $ 9,297,180 $11,173,482
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 8,708,019) ( 10,229,920)
---------- ----------
Net oil and gas
properties $ 589,161 $ 943,562
========== ==========
F-54
III-E Partnership
-----------------
2004 2003
------------- -------------
Proved properties $20,848,695 $33,870,262
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 18,906,641) ( 29,865,948)
---------- ----------
Net oil and gas
properties $ 1,942,054 $ 4,004,314
========== ==========
III-F Partnership
-----------------
2004 2003
------------- -------------
Proved properties $13,873,444 $13,680,802
Less accumulated
depreciation,
depletion, amorti-
zation, and valua-
tion allowance ( 12,145,513) ( 11,985,120)
---------- ----------
Net oil and gas
properties $ 1,727,931 $ 1,695,682
========== ==========
Costs Incurred
The Partnerships incurred no costs in connection with oil and gas
acquisition or exploration activities during the years ended December 31, 2004,
2003, and 2002. Costs incurred by the Partnerships in connection with oil and
gas property development activities for the years ended December 31, 2004, 2003,
and 2002 were as follows:
F-55
Partnership 2004 2003(1) 2002
----------- -------- ---------- --------
III-A $ 78,142 $ 53,311 $137,214
III-B 52,376 32,726 63,540
III-C 217,479 21,609 153,761
III-D 27,306 209,710 170,676
III-E 245,429 1,529,844 486,120
III-F 188,433 16,762 89,261
----------------
(1) Excludes the estimated asset retirement costs for the III-A,
III-B, III-C, III-D, III-E, and III-F Partnerships of
approximately $75,000, $51,000, $121,000, $74,000, $200,000,
and $95,000, respectively, recorded as part of the FAS No. 143
implementation.
Quantities of Proved Oil and Gas Reserves - Unaudited
The following tables summarize changes in net quantities of the
Partnerships' proved reserves, all of which are located in the United States of
America, for the periods indicated. The proved reserves at December 31, 2004,
2003, and 2002 were estimated by petroleum engineers employed by affiliates of
the Partnerships. Certain reserve information was reviewed by Ryder Scott
Company, L.P., an independent petroleum engineering firm. The following
information includes certain gas balancing adjustments which cause the gas
volumes to differ from the reserve reports prepared by the General Partner and
reviewed by Ryder Scott.
F-56
III-A Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2001 191,786 4,021,761
Production ( 54,340) ( 908,912)
Sale of minerals in place - ( 63,629)
Extensions and discoveries 3,943 93,874
Revision of previous
estimates ( 80,893) 723,606
------- ---------
Proved reserves, Dec. 31, 2002 60,496 3,866,700
Production ( 45,080) ( 516,905)
Extensions and discoveries 40 7,988
Revision of previous
estimates 123,755 681,695
------- ---------
Proved reserves, Dec. 31, 2003 139,211 4,039,478
Production ( 37,123) ( 460,303)
Sale of minerals in place ( 78) -
Extensions and discoveries 1,037 3,108
Revision of previous
estimates 20,356 190,454
------- ---------
Proved reserves, Dec. 31, 2004 123,403 3,772,737
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 55,311 3,815,412
======= =========
December 31, 2003 134,026 3,989,058
======= =========
December 31, 2004 118,462 3,722,768
======= =========
F-57
III-B Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2001 134,902 1,851,831
Production ( 39,042) ( 486,057)
Sale of minerals in place - ( 41,974)
Extensions and discoveries 974 27,991
Revision of previous
estimates ( 50,150) 324,236
------- ---------
Proved reserves, Dec. 31, 2002 46,684 1,676,027
Production ( 31,275) ( 243,753)
Extensions and discoveries 18 3,366
Revision of previous
estimates 72,212 242,200
------- ---------
Proved reserves, Dec. 31, 2003 87,639 1,677,840
Production ( 25,395) ( 190,781)
Extensions and discoveries 684 2,050
Revision of previous
estimates 11,766 67,962
------- ---------
Proved reserves, Dec. 31, 2004 74,694 1,557,071
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 43,262 1,642,194
======= =========
December 31, 2003 84,217 1,644,581
======= =========
December 31, 2004 71,435 1,524,111
======= =========
F-58
III-C Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2001 85,153 5,132,032
Production ( 14,716) ( 817,975)
Sale of minerals in place ( 107) ( 13,589)
Extensions and discoveries 26,626 165,353
Revision of previous
estimates 13,960 462,792
------- ---------
Proved reserves, Dec. 31, 2002 110,916 4,928,613
Production ( 13,872) ( 668,059)
Sale of minerals in place ( 19) ( 1,572)
Extensions and discoveries 5 1,400
Revision of previous
estimates 2,689 1,088,723
------- ---------
Proved reserves, Dec. 31, 2003 99,719 5,349,105
Production ( 9,551) ( 548,555)
Sale of minerals in place ( 6) -
Extensions and discoveries 4 37,754
Revision of previous
estimates ( 8,492) ( 205,801)
------- ---------
Proved reserves, Dec. 31, 2004 81,674 4,632,503
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 110,916 4,928,613
======= =========
December 31, 2003 99,719 5,349,105
======= =========
December 31, 2004 81,674 4,632,503
======= =========
F-59
III-D Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2001 197,373 2,948,537
Production ( 25,279) ( 501,256)
Sale of minerals in place ( 90) ( 11,178)
Extensions and discoveries 64,310 111,613
Revision of previous
estimates ( 122) 119,822
------- ---------
Proved reserves, Dec. 31, 2002 236,192 2,667,538
Production ( 26,438) ( 387,346)
Sale of minerals in place ( 54) ( 4,885)
Revision of previous
estimates ( 52,656) 377,307
------- ---------
Proved reserves, Dec. 31, 2003 157,044 2,652,614
Production ( 8,411) ( 293,250)
Sale of minerals in place ( 72,676) ( 14,536)
Extensions and discoveries - 5,525
Revision of previous
estimates 5,116 59,608
------- ---------
Proved reserves, Dec. 31, 2004 81,073 2,409,961
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 236,192 2,667,538
======= =========
December 31, 2003 157,044 2,652,614
======= =========
December 31, 2004 81,073 2,409,961
======= =========
F-60
III-E Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
----------- ------------
Proved reserves, Dec. 31, 2001 1,125,061 8,834,436
Production ( 133,901) (1,000,715)
Extensions and discoveries 301,037 138,157
Revision of previous
estimates ( 32,339) ( 717,619)
--------- ---------
Proved reserves, Dec. 31, 2002 1,259,858 7,254,259
Production ( 129,314) ( 854,720)
Sale of minerals in place ( 395) ( 34,850)
Extensions and discoveries 38 2,639
Revision of previous
estimates ( 455,263) 198,619
--------- ---------
Proved reserves, Dec. 31, 2003 674,924 6,565,947
Production ( 22,653) ( 720,487)
Sale of minerals in place ( 518,676) ( 103,734)
Extensions and discoveries 1,189 11,923
Revision of previous
estimates 23,724 686,430
--------- ---------
Proved reserves, Dec. 31, 2004 158,508 6,440,079
========= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 1,259,858 7,254,259
========= =========
December 31, 2003 674,924 6,565,947
========= =========
December 31, 2004 158,508 6,440,079
========= =========
F-61
III-F Partnership
-----------------
Crude Natural
Oil Gas
(Barrels) (Mcf)
--------- -----------
Proved reserves, Dec. 31, 2001 214,415 4,615,852
Production ( 23,209) ( 503,895)
Extensions and discoveries 649 102,747
Revision of previous
estimates 33,017 449,598
------- ---------
Proved reserves, Dec. 31, 2002 224,872 4,664,302
Production ( 20,685) ( 412,842)
Extensions and discoveries 32 2,261
Revision of previous
estimates 156,069 228,662
------- ---------
Proved reserves, Dec. 31, 2003 360,288 4,482,383
Production ( 20,252) ( 408,746)
Extensions and discoveries 1,000 10,015
Revision of previous
estimates ( 26,170) 57,073
------- ---------
Proved reserves, Dec. 31, 2004 314,866 4,140,725
======= =========
PROVED DEVELOPED RESERVES:
December 31, 2002 224,872 4,664,302
======= =========
December 31, 2003 360,288 4,482,383
======= =========
December 31, 2004 314,866 4,140,725
======= =========
F-62
5. QUARTERLY FINANCIAL DATA (Unaudited)
Summarized unaudited quarterly financial data for 2004 and 2003 are as
follows:
III-A Partnership
-----------------
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,006,298 $1,087,980 $1,026,563 $1,025,007
Gross Profit (1) 773,904 873,995 837,270 825,921
Net Income 622,304 732,552 737,004 740,127
Limited Partners'
Net Income
Per Unit 2.10 2.48 2.50 2.52
2003
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ---------- ---------- ----------
Total Revenues $1,243,101 $1,051,904 $ 945,570 $ 804,532
Gross Profit (1) 1,051,081 860,462 728,524 568,523
Net Income 910,872 748,079 613,717 433,295
Limited Partners'
Net Income
Per Unit 3.09 2.54 2.08 1.45
- ------------------
(1) Total revenues less oil and gas production expenses.
F-63
III-B Partnership
-----------------
2004
---------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $489,830 $552,921 $546,524 $544,292
Gross Profit (1) 357,945 423,402 434,255 431,475
Net Income 269,151 338,410 380,123 386,039
Limited Partners'
Net Income
Per Unit 1.61 2.05 2.32 2.37
2003
---------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $701,334 $572,233 $511,485 $425,481
Gross Profit (1) 581,555 478,698 388,569 252,480
Net Income 498,480 408,943 324,694 166,766
Limited Partners'
Net Income
Per Unit 3.03 2.49 1.97 .98
- --------------------
(1) Total revenues less oil and gas production expenses.
F-64
III-C Partnership
-----------------
2004
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- -------- -------- --------
Total Revenues $ 849,402 $880,487 $693,167 $915,866
Gross Profit (1) 659,593 682,348 483,784 653,335
Net Income 528,360 545,890 218,968 452,084
Limited Partners'
Net Income
Per Unit 1.92 1.99 .74 1.61
2003
----------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- -------- -------- --------
Total Revenues $1,156,682 $964,974 $757,740 $743,563
Gross Profit (1) 917,916 740,580 598,071 498,117
Net Income 798,685 609,714 477,634 373,696
Limited Partners'
Net Income
Per Unit 2.92 2.23 1.74 1.35
- --------------------
(1) Total revenues less oil and gas production expenses.
F-65
III-D Partnership
-----------------
2004
-------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- ----------
Total Revenues $504,384 $490,233 $398,216 $505,249
Gross Profit (1) 389,210 416,192 254,565 343,762
Income from Continuing
Operations 323,806 326,554 201,445 284,553
Income(Loss) from Dis-
continued Operations 2,288 ( 12,922) ( 67,866) ( 7,627)
Net Income 326,094 313,632 133,579 276,926
Limited Partners'
Net Income
Per Unit 2.22 2.13 .91 1.89
2003
--------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
---------- ---------- ---------- ----------
Total Revenues $750,318 $593,760 $339,690 $444,252
Gross Profit (1) 611,029 451,983 249,158 287,420
Income from Continuing
Operations 547,833 377,691 189,387 220,267
Income from Discontinued
Operations 37,716 8,063 24,823 40,754
Net Income 588,424 385,754 214,210 261,021
Limited Partners'
Net Income
Per Unit 4.03 2.63 1.45 1.77
- ----------------------
F-66
(1) Total revenues less oil and gas production expenses.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
the Jay Field as a discontinued operation, as described in Note 6 to the
financial statements of the Partnership.
F-67
III-E Partnership
-----------------
2004
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
---------- ----------- ----------- ------------
Total Revenues $1,137,562 $1,133,811 $1,107,254 $1,265,763
Gross Profit (1) 826,371 836,552 790,858 830,978
Income from Continuing
Operations 668,551 668,873 603,665 658,458
Income (Loss) from Dis-
continued Operations 17,093 ( 77,220) ( 484,339) ( 54,422)
Net Income 685,644 591,653 119,326 604,036
Limited Partners'
Net Income
Per Unit 1.46 1.27 .24 1.29
2003
--------------------------------------------------
First Second Third Fourth
Quarter(2) Quarter(2) Quarter(2) Quarter(2)
---------- ---------- ---------- ----------
Total Revenues $1,314,447 $1,229,908 $ 964,200 $1,046,075
Gross Profit (1) 949,817 923,191 649,143 706,684
Income form Continuing
Operations 729,298 760,660 484,379 545,390
Income from Discontinued
Operations 268,614 65,108 166,374 285,360
Net Income 1,000,637 825,768 650,753 830,750
Limited Partners'
Net Income
Per Unit 2.13 1.76 1.38 1.76
F-68
- ----------------------------
(1) Total revenues less oil and gas production expenses.
(2) Quarterly and prior year amounts have been restated to reflect the sale of
the Jay Field as a discontinued operation, as described in Note 6 to the
financial statements of the Partnership.
F-69
III-F Partnership
-----------------
2004
---------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- ---------
Total Revenues $646,107 $709,781 $753,476 $836,209
Gross Profit (1) 467,124 539,008 569,315 643,439
Net Income 372,506 430,873 452,317 534,526
Limited Partners'
Net Income
Per Unit 1.59 1.85 1.93 2.28
2003
--------------------------------------------------
First Second Third Fourth
Quarter Quarter Quarter Quarter
-------- -------- -------- --------
Total Revenues $745,823 $640,388 $533,224 $562,638
Gross Profit (1) 546,974 453,186 351,566 375,845
Net Income 370,704 352,442 244,964 279,322
Limited Partners'
Net Income
Per Unit 1.57 1.51 1.04 1.19
- -----------------------
(1) Total revenues less oil and gas production expenses.
F-70
6. DISCONTINUED OPERATIONS
On May 12, 2004 the III-D and III-E Partnerships sold all of their
interests in the Jay-Little Escambia Creek Field located in Santa Rosa County,
Florida (the "Jay Field") at a public oil and gas auction for approximately
$721,000, subject to standard transaction requirements and adjustments. These
proceeds were allocated approximately $89,000 and $632,000, respectively, to the
III-D and III-E Partnerships. This represents the sale of all oil and gas assets
held by the III-D and III-E Partnerships in the Jay Field and is therefore a
disposal of a business segment under Statement of Financial Accounting Standards
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" (FAS
144). The sale resulted in a gain on disposal of discontinued operations of
approximately $10,000 and $89,000, respectively, for the III-D and III-E
Partnerships. Accordingly, current year results of the Jay Field segment have
been classified as discontinued, and prior periods have been restated.
Results from discontinued operations are as follows:
III-D Partnership
-----------------
2004 2003 2002
------------ ------------ ------------
Oil and gas sales $ 149,996 $ 399,182 $ 353,220
Lease operating ( 233,768) ( 231,165) ( 294,962)
Production tax ( 9,905) ( 31,178) ( 25,846)
Depreciation, depletion,
and amortization of
oil and gas properties ( 2,818) ( 25,483) ( 10,035)
--------- --------- ---------
Income (loss) from
discontinued operations ($ 96,495) $ 111,356 $ 22,377
========= ========= =========
III-E Partnership
-----------------
2004 2003 2002
------------ ------------ ------------
Oil and gas sales $1,070,623 $2,848,673 $2,516,918
Lease operating ( 1,668,335) ( 1,649,756) ( 2,105,562)
Production tax ( 70,698) ( 222,493) ( 184,209)
Depreciation, depletion,
and amortization of
oil and gas properties ( 19,235) ( 190,968) ( 78,103)
--------- --------- ---------
Income (loss) from
discontinued operations ($ 687,645) $ 785,456 $ 149,044
========= ========= =========
F-71
INDEX TO EXHIBITS
-----------------
Exh.
No. Exhibit
- ----- -------
4.1 Agreement of Limited Partnership dated November 17, 1989 for Geodyne
Energy Income Limited Partnership III-A filed as Exhibit 4.1 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.2 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-A filed as Exhibit 4.2
to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.3 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.4 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.8 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.5 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.5 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.6 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.7 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-A filed as
Exhibit 4.22 to Registrant's Annual Report on Form 10-K for the year
ended December
F-72
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.8 Fifth Amendment to Agreement of Limited Partnership dated November
15, 1999 for Geodyne Energy Income Limited Partnership III-A filed
as Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
4.9 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-A
filed as Exhibit 4.9 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
4.10 Seventh Amendment to Agreement of Limited Partnership dated November
17, 2003, for the Geodyne Energy Income Limited Partnership III-A
filed as Exhibit 4.10 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2003, filed with the SEC on March 30,
2004 and is hereby incorporated by reference.
4.11 Agreement of Limited Partnership dated January 24, 1990 for Geodyne
Energy Income Limited Partnership III-B filed as Exhibit 4.2 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.12 Certificate of Limited Partnership dated January 24, 1990 for
Geodyne Energy Income Limited Partnership III-B filed as Exhibit
4.11 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.13 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.6 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.14 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.9 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
F-73
4.15 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.16 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.16 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.15 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.17 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-B filed as
Exhibit 4.23 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.18 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-B filed
as Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
4.19 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-B
filed as Exhibit 4.18 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
*4.20 Seventh Amendment to Agreement of Limited Partnership dated January
22, 2004, for the Geodyne Energy Income Limited Partnership III-B.
4.21 Agreement of Limited Partnership dated February 26, 1990 for Geodyne
Energy Income Limited Partnership III-C filed as Exhibit 4.3 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 1999, filed with the SEC on February 25, 2000, and is hereby
incorporated by reference.
4.22 Certificate of Limited Partnership dated February 26, 1990 for
Geodyne Energy Income Limited Partnership III-C filed as Exhibit
4.20 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
F-74
4.23 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.7 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.24 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.25 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.17 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.26 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.27 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-C filed as
Exhibit 4.24 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 1999, filed with the SEC on February 25, 2000,
and is hereby incorporated by reference.
4.28 Fifth Amendment to Agreement of Limited Partnership dated December
30, 1999 for Geodyne Energy Income Limited Partnership III-C filed
as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999, filed with the SEC on February 25,
2000, and is hereby incorporated by reference.
4.29 Sixth Amendment to Agreement of Limited Partnership dated November
14, 2001, for the Geodyne Energy Income Limited Partnership III-C
filed as Exhibit 4.27 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2001, filed with the SEC on February 28,
2002 and is hereby incorporated by reference.
4.30 Seventh Amendment to Agreement of Limited Partnership dated January
22, 2004, for the Geodyne Energy Income Limited Partnership III-C
filed as Exhibit 4.30 to Registrant's Annual Report on Form 10-K for
the year
F-75
ended December 31, 2003, filed with the SEC on March 30, 2004 and is
hereby incorporated by reference.
4.31 Agreement of Limited Partnership dated September 5, 1990 for Geodyne
Energy Income Limited Partnership III-D filed as Exhibit 4.4 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.32 Certificate of Limited Partnership dated September 5, 1990 for
Geodyne Energy Income Limited Partnership III-D filed as Exhibit
4.29 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.33 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.11 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.34 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.18 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.35 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.25 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.36 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-D filed as
Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.37 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.32 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
F-76
4.38 Fifth Amendment to Agreement of Limited Partnership dated August 23,
2000 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.39 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.39 Sixth Amendment to Agreement of Limited Partnership dated August 20,
2002 for the Geodyne Energy Income Limited Partnership III-D filed
as Exhibit 4.36 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2002, filed with the SEC on March 28, 2003,
and is hereby incorporated by reference.
*4.40 Seventh Amendment to Agreement of Limited Partnership dated August
18, 2004 for the Geodyne Energy Income Limited Partnership III-D.
4.41 Agreement of Limited Partnership dated December 26, 1990 for Geodyne
Energy Income Limited Partnership III-E filed as Exhibit 4.5 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.42 Certificate of Limited Partnership dated December 26, 2990 for
Geodyne Energy Income Limited Partnership III-E filed as Exhibit
4.37 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 2001, filed with the SEC on February 28, 2002 and is
hereby incorporated by reference.
4.43 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.12 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.44 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.19 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.45 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.26 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
F-77
4.46 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-E filed as
Exhibit 4.41 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.47 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-E filed
as Exhibit 4.33 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.48 Fifth Amendment to Agreement of Limited Partnership dated November
15, 2000 for the Geodyne Energy Income Limited Partnership III-E
filed as Exhibit 4.40 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
4.49 Sixth Amendment to Agreement of Limited Partnership for Geodyne
Energy Income Limited Partnership III-E dated November 6, 2002,
filed as Exhibit 4.1 to Registrant's Quarterly Report on Form 10-Q
with the SEC on November 14, 2002, and is hereby incorporated by
reference.
*4.50 Seventh Amendment to Agreement of Limited Partnership for the
Geodyne Energy Income Limited Partnership III-E dated August 18,
2004.
4.51 Agreement of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.6 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2000, filed with the SEC on March 5, 2001, and is hereby
incorporated by reference.
4.52 Certificate of Limited Partnership dated March 7, 1991 for Geodyne
Energy Income Limited Partnership III-F filed as Exhibit 4.45 to
Registrant's Annual Report on Form 10-K for the year ended December
31, 2001, filed with the SEC on February 28, 2002 and is hereby
incorporated by reference.
4.53 First Amendment to Certificate of Limited Partnership and First
Amendment to Agreement of Limited Partnership dated February 24,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.13 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
F-78
4.54 Second Amendment to Agreement of Limited Partnership dated August 4,
1993 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.20 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.55 Second Amendment to Certificate of Limited Partnership dated July 1,
1996 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.48 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2001, filed with the SEC on February 28, 2002 and
is hereby incorporated by reference.
4.56 Third Amendment to Agreement of Limited Partnership dated August 31,
1995 for Geodyne Energy Income Limited Partnership III-F filed as
Exhibit 4.27 to Registrant's Annual Report on Form 10-K for the year
ended December 31, 2000, filed with the SEC on March 5, 2001, and is
hereby incorporated by reference.
4.57 Fourth Amendment to Agreement of Limited Partnership dated July 1,
1996 for the Geodyne Energy Income Limited Partnership III-F filed
as Exhibit 4.34 to Registrant's Annual Report on Form 10-K for the
year ended December 31, 2000, filed with the SEC on March 5, 2001,
and is hereby incorporated by reference.
4.58 Fifth Amendment to Agreement of Limited Partnership dated February
5, 2001 for the Geodyne Energy Income Limited Partnership III-F
filed as Exhibit 4.41 to Registrant's Annual Report on Form 10-K for
the year ended December 31, 2000, filed with the SEC on March 5,
2001, and is hereby incorporated by reference.
4.59 Sixth Amendment to Agreement of Limited Partnership for the Geodyne
Energy Income Limited Partnership III-F dated February 10, 2003,
filed as Exhibit 4.53(a) to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2002, filed with the SEC on March
28, 2003, and is hereby incorporated by reference.
*4.60 Seventh Amendment to Agreement of Limited Partnership for the
Geodyne Energy Income Limited Partnership III-F dated February 7,
2005.
*23.1 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-A.
*23.2 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-B.
*23.3 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-C.
F-79
*23.4 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-D.
*23.5 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-E.
*23.6 Consent of Ryder Scott Company, L.P. for Geodyne Energy Income
Limited Partnership III-F.
*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.
F-80
*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.
*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.
All other Exhibits are omitted as inapplicable.
----------
*Filed herewith.
F-81