SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2005 Commission File Number: III-A: 0-18302 III-B: 0-18636 III-C: 0-18634 III-D: 0-18936 III-E: 0-19010 III-F: 0-19102 GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F --------------------------------------------------------- (Exact name of Registrant as specified in its Articles) III-A 73-1352993 III-B 73-1358666 III-C 73-1356542 III-D 73-1357374 III-E 73-1367188 Oklahoma III-F 73-1377737 - ---------------------------- ------------------------------- (State or other jurisdiction (I.R.S. Employer Identification of incorporation or Number) organization) Two West Second Street, Tulsa, Oklahoma 74103 -------------------------------------==----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code:(918) 583-1791 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------ ------ Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ -1- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,016,002 $1,038,719 Accounts receivable: Oil and gas sales 797,869 588,829 ---------- ---------- Total current assets $1,813,871 $1,627,548 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 786,543 761,804 DEFERRED CHARGE 191,686 187,958 ---------- ---------- $2,792,100 $2,577,310 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 175,772 $ 84,554 Gas imbalance payable 23,073 26,709 Asset retirement obligation - current (Note 1) 5,357 18,336 ---------- ---------- Total current liabilities $ 204,202 $ 129,599 LONG-TERM LIABILITIES: Accrued liability $ 24,784 $ 28,718 Asset retirement obligation (Note 1) 232,917 96,619 ---------- ---------- Total long-term liabilities $ 257,701 $ 125,337 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 80,213) ($ 88,506) Limited Partners, issued and outstanding, 263,976 units 2,410,410 2,410,880 ---------- ---------- Total Partners' capital $2,330,197 $2,322,374 ---------- ---------- $2,792,100 $2,577,310 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -2- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,208,182 $1,024,984 Interest income 5,169 1,579 ---------- ---------- $1,213,351 $1,026,563 COSTS AND EXPENSES: Lease operating $ 192,726 $ 104,716 Production tax 105,519 84,577 Depreciation, depletion, and amortization of oil and gas properties 59,883 26,320 General and administrative (Note 2) 74,220 73,946 ---------- ---------- $ 432,348 $ 289,559 ---------- ---------- NET INCOME $ 781,003 $ 737,004 ========== ========== GENERAL PARTNER - NET INCOME $ 82,973 $ 75,911 ========== ========== LIMITED PARTNERS - NET INCOME $ 698,030 $ 661,093 ========== ========== NET INCOME per unit $ 2.65 $ 2.50 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $3,378,280 $3,115,672 Interest income 13,159 3,770 Gain on sale of oil and gas properties - 1,399 ---------- ---------- $3,391,439 $3,120,841 COSTS AND EXPENSES: Lease operating $ 571,220 $ 375,591 Production tax 303,347 260,081 Depreciation, depletion, and amortization of oil and gas properties 106,691 151,189 General and administrative (Note 2) 242,607 242,120 ---------- ---------- $1,223,865 $1,028,981 ---------- ---------- NET INCOME $2,167,574 $2,091,860 ========== ========== GENERAL PARTNER - NET INCOME $ 225,044 $ 222,416 ========== ========== LIMITED PARTNERS - NET INCOME $1,942,530 $1,869,444 ========== ========== NET INCOME per unit $ 7.36 $ 7.08 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,167,574 $2,091,860 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 106,691 151,189 Gain on sale of oil and gas properties - ( 1,399) Settlement of asset retirement obligation - ( 165) Increase in accounts receivable - oil and gas sales ( 209,040) ( 130,994) (Increase) decrease in deferred charge ( 3,728) 4,843 Increase in accounts payable 101,448 3,342 Decrease in gas imbalance payable ( 3,636) ( 1,385) Decrease in accrued liability ( 3,934) ( 3,508) ---------- ---------- Net cash provided by operating activities $2,155,375 $2,113,783 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 18,341) ($ 68,800) Proceeds from sale of oil and gas properties - 375 ---------- ---------- Net cash used by investing activities ($ 18,341) ($ 68,425) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,159,751) ($1,824,701) ---------- ---------- Net cash used by financing activities ($2,159,751) ($1,824,701) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 22,717) $ 220,657 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,038,719 804,593 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,016,002 $1,025,250 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 515,168 $ 556,249 Accounts receivable: Oil and gas sales 408,944 300,554 ---------- ---------- Total current assets $ 924,112 $ 856,803 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 418,641 402,168 DEFERRED CHARGE 123,389 120,451 ---------- ---------- $1,466,142 $1,379,422 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 110,689 $ 55,739 Gas imbalance payable 13,335 14,760 Asset retirement obligation - current (Note 1) 49,771 31,869 ---------- ---------- Total current liabilities $ 173,795 $ 102,368 LONG-TERM LIABILITIES: Accrued liability $ 7,302 $ 9,828 Asset retirement obligation (Note 1) 116,157 47,996 ---------- ---------- Total long-term liabilities $ 123,459 $ 57,824 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 54,034) ($ 58,429) Limited Partners, issued and outstanding, 138,336 units 1,222,922 1,277,659 ---------- ---------- Total Partners' capital $1,168,888 $1,219,230 ---------- ---------- $1,466,142 $1,379,422 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- -------- REVENUES: Oil and gas sales $638,006 $545,780 Interest income 2,603 744 -------- -------- $640,609 $546,524 COSTS AND EXPENSES: Lease operating $126,663 $ 65,180 Production tax 58,331 47,089 Depreciation, depletion, and amortization of oil and gas properties 49,492 14,326 General and administrative (Note 2) 39,997 39,806 -------- -------- $274,483 $166,401 -------- -------- NET INCOME $366,126 $380,123 ======== ======== GENERAL PARTNER - NET INCOME $ 61,458 $ 58,912 ======== ======== LIMITED PARTNERS - NET INCOME $304,668 $321,211 ======== ======== NET INCOME per unit $ 2.20 $ 2.32 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,768,452 $1,587,512 Interest income 6,537 1,763 ---------- ---------- $1,774,989 $1,589,275 COSTS AND EXPENSES: Lease operating $ 350,311 $ 234,273 Production tax 169,937 139,400 Depreciation, depletion, and amortization of oil and gas properties 66,447 90,345 General and administrative (Note 2) 139,370 137,573 ---------- ---------- $ 726,065 $ 601,591 ---------- ---------- NET INCOME $1,048,924 $ 987,684 ========== ========== GENERAL PARTNER - NET INCOME $ 165,661 $ 160,536 ========== ========== LIMITED PARTNERS - NET INCOME $ 883,263 $ 827,148 ========== ========== NET INCOME per unit $ 6.38 $ 5.98 ========== ========== UNITS OUTSTANDING 138,336 138,336 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,048,924 $ 987,684 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 66,447 90,345 Settlement of asset retirement obligation - ( 109) Increase in accounts receivable - oil and gas sales ( 108,390) ( 70,916) (Increase) decrease in deferred charge ( 2,938) 4,633 Increase (decrease) in accounts payable 61,208 ( 882) Decrease in gas imbalance payable ( 1,425) ( 777) Decrease in accrued liability ( 2,526) ( 2,899) ---------- ---------- Net cash provided by operating activities $1,061,300 $1,007,079 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 3,115) ($ 46,537) ---------- ---------- Net cash used by investing activities ($ 3,115) ($ 46,537) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,099,266) ($ 866,021) ---------- ---------- Net cash used by financing activities ($1,099,266) ($ 866,021) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 41,081) $ 94,521 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 556,249 417,271 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 515,168 $ 511,792 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 948,335 $ 682,792 Accounts receivable: Oil and gas sales 782,278 583,009 ---------- ---------- Total current assets $1,730,613 $1,265,801 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,571,323 1,475,924 DEFERRED CHARGE 54,713 48,684 ---------- ---------- $3,356,649 $2,790,409 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 117,313 $ 123,591 Gas imbalance payable 75,980 83,181 Asset retirement obligation - current (Note 1) 54,470 38,950 ---------- ---------- Total current liabilities $ 247,763 $ 245,722 LONG-TERM LIABILITIES: Accrued liability $ 126,614 $ 170,532 Asset retirement obligation (Note 1) 371,931 165,722 ---------- ---------- Total long-term liabilities $ 498,545 $ 336,254 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 116,465) ($ 136,932) Limited Partners, issued and outstanding, 244,536 units 2,726,806 2,345,365 ---------- ---------- Total Partners' capital $2,610,341 $2,208,433 ---------- ---------- $3,356,649 $2,790,409 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $1,123,255 $691,851 Interest income 5,084 1,316 ---------- -------- $1,128,339 $693,167 COSTS AND EXPENSES: Lease operating $ 162,741 $160,910 Production tax 75,937 48,473 Depreciation, depletion, and amortization of oil and gas properties 107,341 196,749 General and administrative (Note 2) 68,276 68,067 ---------- -------- $ 414,295 $474,199 ---------- -------- NET INCOME $ 714,044 $218,968 ========== ======== GENERAL PARTNER - NET INCOME $ 80,557 $ 39,473 ========== ======== LIMITED PARTNERS - NET INCOME $ 633,487 $179,495 ========== ======== NET INCOME per unit $ 2.59 $ 0.74 ========== ======== UNITS OUTSTANDING 244,536 244,536 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ------------ REVENUES: Oil and gas sales $3,060,079 $2,420,732 Interest income 11,425 3,215 Loss on sale of oil and gas properties - ( 891) Other income 2,541 - ---------- ---------- $3,074,045 $2,423,056 COSTS AND EXPENSES: Lease operating $ 402,267 $ 427,884 Production tax 210,108 169,447 Depreciation, depletion, and amortization of oil and gas properties 201,128 307,239 General and administrative (Note 2) 225,907 225,268 ---------- ---------- $1,039,410 $1,129,838 ---------- ---------- NET INCOME $2,034,635 $1,293,218 ========== ========== GENERAL PARTNER - NET INCOME $ 220,194 $ 156,652 ========== ========== LIMITED PARTNERS - NET INCOME $1,814,441 $1,136,566 ========== ========== NET INCOME per unit $ 7.42 $ 4.65 ========== ========== UNITS OUTSTANDING 244,536 244,536 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,034,635 $1,293,218 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 201,128 307,239 Loss on sale of oil and gas properties - 891 Settlement of asset retirement obligation - ( 131) Increase in accounts receivable - oil and gas sales ( 199,269) ( 21,459) (Increase) decrease in deferred charge ( 6,029) 1,209 Increase in accounts payable 20,673 39,553 Increase (decrease) in gas imbalance payable ( 7,201) 47,849 Decrease in accrued liability ( 43,918) ( 23,630) ---------- ---------- Net cash provided by operating activities $2,000,019 $1,644,739 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 101,749) ($ 107,464) ---------- ---------- Net cash used by investing activities ($ 101,749) ($ 107,464) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,632,727) ($1,429,401) ---------- ---------- Net cash used by financing activities ($1,632,727) ($1,429,401) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 265,543 $ 107,874 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 682,792 711,441 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 948,335 $ 819,315 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 534,351 $ 432,834 Accounts receivable: Oil and gas sales 438,695 340,185 ---------- ---------- Total current assets $ 973,046 $ 773,019 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 631,934 589,161 DEFERRED CHARGE 12,725 8,429 ---------- ---------- $1,617,705 $1,370,609 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 69,453 $ 131,321 Gas imbalance payable 41,607 41,607 Asset retirement obligation - current (Note 1) 5,857 11,975 ---------- ---------- Total current liabilities $ 116,917 $ 184,903 LONG-TERM LIABILITIES: Accrued liability $ 162,240 $ 191,685 Asset retirement obligation (Note 1) 179,422 97,207 ---------- ---------- Total long-term liabilities $ 341,662 $ 288,892 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 40,173) ($ 55,158) Limited Partners, issued and outstanding, 131,008 units 1,199,299 951,972 ---------- ---------- Total Partners' capital $1,159,126 $ 896,814 ---------- ---------- $1,617,705 $1,370,609 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 -------- ---------- REVENUES: Oil and gas sales $647,801 $397,237 Interest income 2,755 979 -------- -------- $650,556 $398,216 COSTS AND EXPENSES: Lease operating $ 96,970 $115,595 Production tax 44,634 28,056 Depreciation, depletion, and amortization of oil and gas properties 37,605 11,942 General and administrative (Note 2) 37,365 41,178 -------- -------- $216,574 $196,771 -------- -------- INCOME FROM CONTINUING OPERATIONS $433,982 $201,445 Loss from discontinued operations (Note 3) - ( 67,866) -------- -------- NET INCOME $433,982 $133,579 ======== ======== GENERAL PARTNER - NET INCOME $ 46,508 $ 14,335 ======== ======== LIMITED PARTNERS - NET INCOME $387,474 $119,244 ======== ======== NET INCOME per unit $ 2.95 $ 0.91 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ------------ REVENUES: Oil and gas sales $1,739,907 $1,390,879 Interest income 6,341 2,082 Loss on sale of oil and gas properties - ( 128) Other income 364 - ---------- ---------- $1,746,612 $1,392,833 COSTS AND EXPENSES: Lease operating $ 235,929 $ 234,776 Production tax 119,622 98,090 Depreciation, depletion, and amortization of oil and gas properties 77,488 72,799 General and administrative (Note 2) 132,868 135,363 ---------- ---------- $ 565,907 $ 541,028 ---------- ---------- INCOME FROM CONTINUING OPERATIONS $1,180,705 $ 851,805 Loss from discontinued operations (Note 3) - ( 88,868) Gain on disposal of discontinued operations (Note 3) - 10,368 ---------- ---------- NET INCOME $1,180,705 $ 773,305 ========== ========== GENERAL PARTNER - NET INCOME $ 124,378 $ 83,928 ========== ========== LIMITED PARTNERS - NET INCOME $1,056,327 $ 689,377 ========== ========== NET INCOME per unit $ 8.06 $ 5.26 ========== ========== UNITS OUTSTANDING 131,008 131,008 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,180,705 $773,305 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 77,488 75,617 Loss on sale of oil and gas properties - 128 Settlement of asset retirement obligation - ( 17) Gain on disposal of discontinued operations (Note 3) - ( 10,368) (Increase) decrease in accounts receivable - oil and gas sales ( 98,510) 59,778 (Increase) decrease in deferred charge ( 4,296) 827 Increase (decrease) in accounts payable ( 61,449) 69,375 Increase in gas imbalance payable - 39,484 Decrease in accrued liability ( 29,445) ( 42,232) ---------- -------- Net cash provided by operating activities $1,064,493 $965,897 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 44,583) ($ 15,830) Proceeds from the disposal of discontinued operations (Note 3) - 88,586 ---------- -------- Net cash provided (used) by investing activities ($ 44,583) $ 72,756 ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 918,393) ($990,861) ---------- -------- Net cash used by financing activities ($ 918,393) ($990,861) ---------- -------- -17- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 101,517 $ 47,792 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 432,834 438,562 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 534,351 $486,354 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $1,198,331 $1,413,497 Accounts receivable: Oil and gas sales 1,058,890 849,754 ---------- ---------- Total current assets $2,257,221 $2,263,251 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 2,000,310 1,942,054 DEFERRED CHARGE 39,643 48,978 ---------- ---------- $4,297,174 $4,254,283 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 249,598 $ 768,152 Gas imbalance payable 6,129 5,643 Asset retirement obligation - current (Note 1) 13,427 28,411 ---------- ---------- Total current liabilities $ 269,154 $ 802,206 LONG-TERM LIABILITIES: Accrued liability $ 279,193 $ 301,594 Asset retirement obligation (Note 1) 442,960 188,764 ---------- ---------- Total long-term liabilities $ 722,153 $ 490,358 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 233,052) ($ 316,058) Limited Partners, issued and outstanding, 418,266 units 3,538,919 3,277,777 ---------- ---------- Total Partners' capital $3,305,867 $2,961,719 ---------- ---------- $4,297,174 $4,254,283 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ------------ REVENUES: Oil and gas sales $1,536,728 $1,103,595 Interest income 6,320 3,659 ---------- ---------- $1,543,048 $1,107,254 COSTS AND EXPENSES: Lease operating $ 266,727 $ 236,393 Production tax 105,418 80,003 Depreciation, depletion, and amortization of oil and gas properties 152,237 67,474 General and administrative (Note 2) 116,113 119,719 ---------- ---------- $ 640,495 $ 503,589 ---------- ---------- NET INCOME FROM CONTINUING OPERATIONS $ 902,553 $ 603,665 Loss from discontinued operations (Note 3) - ( 484,339) ---------- ---------- NET INCOME $ 902,553 $ 119,326 ========== ========== GENERAL PARTNER - NET INCOME $ 103,324 $ 17,640 ========== ========== LIMITED PARTNERS - NET INCOME $ 799,229 $ 101,686 ========== ========== NET INCOME per unit $ 1.91 $ 0.24 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ------------ REVENUES: Oil and gas sales $4,107,355 $3,371,556 Interest income 16,821 7,071 ---------- ---------- $4,124,176 $3,378,627 COSTS AND EXPENSES: Lease operating $ 755,457 $ 691,008 Production tax 283,604 233,838 Depreciation, depletion, and amortization of oil and gas properties 237,932 136,694 General and administrative (Note 2) 370,657 375,998 ---------- ---------- $1,647,650 $1,437,538 ---------- ---------- NET INCOME FROM CONTINUING OPERATIONS $2,476,526 $1,941,089 Loss from discontinued operations (Note 3) - ( 633,223) Gain on disposal of discontinued operations (Note 3) - 88,757 ---------- ---------- NET INCOME $2,476,526 $1,396,623 ========== ========== GENERAL PARTNER - NET INCOME $ 267,384 $ 152,989 ========== ========== LIMITED PARTNERS - NET INCOME $2,209,142 $1,243,634 ========== ========== NET INCOME per unit $ 5.28 $ 2.97 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -21- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $2,476,526 $1,396,623 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 237,932 155,929 Settlement of asset retirement obligation ( 345) - Gain on disposal of discontinued operations (Note 3) - ( 88,757) (Increase) decrease in accounts receivable - oil and gas sales ( 209,136) 367,466 Decrease in deferred charge 9,335 901 Increase (decrease) in accounts payable ( 549,992) 273,738 Increase in gas imbalance payable 486 - Decrease in accrued liability ( 22,401) ( 38,937) ---------- ---------- Net cash provided by operating activities $1,942,405 $2,066,963 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 27,202) ($ 139,581) Proceeds from oil and gas properties 2,009 - Proceeds from disposal of discontinued operations (Note 3) - 632,221 ---------- ---------- Net cash provided (used) by investing activities ($ 25,193) $ 492,640 ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($2,132,378) ($2,842,231) ---------- ---------- Net cash used by financing activities ($2,132,378) ($2,842,231) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 215,166) ($ 282,628) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,413,497 1,513,224 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,198,331 $1,230,596 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -22- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS September 30, December 31, 2005 2004 ------------- ------------ CURRENT ASSETS: Cash and cash equivalents $ 794,230 $ 696,460 Accounts receivable: Oil and gas sales 720,409 548,005 ---------- ---------- Total current assets $1,514,639 $1,244,465 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,731,520 1,727,931 DEFERRED CHARGE 17,337 21,947 ---------- ---------- $3,263,496 $2,994,343 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 108,999 $ 92,446 Gas imbalance payable 5,120 4,721 Asset retirement obligation - current (Note 1) 4,332 8,552 ---------- ---------- Total current liabilities $ 118,451 $ 105,719 LONG-TERM LIABILITIES: Accrued liability $ 95,107 $ 105,877 Asset retirement obligation (Note 1) 261,135 141,647 ---------- ---------- Total long-term liabilities $ 356,242 $ 247,524 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 132,018) ($ 142,055) Limited Partners, issued and outstanding, 221,484 units 2,920,821 2,783,155 ---------- ---------- Total Partners' capital $2,788,803 $2,641,100 ---------- ---------- $3,263,496 $2,994,343 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -23- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- -------- REVENUES: Oil and gas sales $1,020,539 $752,555 Interest income 4,016 921 ---------- -------- $1,024,555 $753,476 COSTS AND EXPENSES: Lease operating $ 153,939 $143,065 Production tax 54,686 41,096 Depreciation, depletion, and amortization of oil and gas properties 54,598 54,989 General and administrative (Note 2) 62,266 62,009 ---------- -------- $ 325,489 $301,159 ---------- -------- NET INCOME $ 699,066 $452,317 ========== ======== GENERAL PARTNER - NET INCOME $ 36,936 $ 24,770 ========== ======== LIMITED PARTNERS - NET INCOME $ 662,130 $427,547 ========== ======== NET INCOME per unit $ 2.99 $ 1.93 ========== ======== UNITS OUTSTANDING 221,484 221,484 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -24- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ---------- ---------- REVENUES: Oil and gas sales $2,651,628 $2,107,070 Interest income 10,027 2,294 ---------- ---------- $2,661,655 $2,109,364 COSTS AND EXPENSES: Lease operating $ 437,574 $ 420,092 Production tax 141,972 113,825 Depreciation, depletion, and amortization of oil and gas properties 132,003 112,987 General and administrative (Note 2) 207,533 206,764 ---------- ---------- $ 919,082 $ 853,668 ---------- ---------- NET INCOME $1,742,573 $1,255,696 ========== ========== GENERAL PARTNER - NET INCOME $ 91,907 $ 67,190 ========== ========== LIMITED PARTNERS - NET INCOME $1,650,666 $1,188,506 ========== ========== NET INCOME per unit $ 7.45 $ 5.37 ========== ========== UNITS OUTSTANDING 221,484 221,484 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -25- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004 (Unaudited) 2005 2004 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $1,742,573 $1,255,696 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 132,003 112,987 Increase in accounts receivable - oil and gas sales ( 172,404) ( 114,129) Decrease in deferred charge 4,610 366 Increase (decrease) in accounts payable 16,646 ( 10,288) Increase in gas imbalance payable 399 - Decrease in accrued liability ( 10,770) ( 23,327) ---------- ---------- Net cash provided by operating activities $1,713,057 $1,221,305 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 22,735) ($ 100,813) Proceeds from the sale of oil and gas properties 2,318 7,448 ---------- ---------- Net cash used by investing activities ($ 20,417) ($ 93,365) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,594,870) ($1,031,681) ---------- ---------- Net cash used by financing activities ($1,594,870) ($1,031,681) ---------- ---------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 97,770 $ 96,259 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 696,460 521,918 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 794,230 $ 618,177 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -26- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS SEPTEMBER 30, 2005 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of September 30, 2005, statements of operations for the three and nine months ended September 30, 2005 and 2004, and statements of cash flows for the nine months ended September 30, 2005 and 2004 have been prepared by Geodyne Resources, Inc., the General Partner of the Partnerships (the "General Partner"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at September 30, 2005, the results of operations for the three and nine months ended September 30, 2005 and 2004, and the cash flows for the nine months ended September 30, 2005 and 2004. Information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The accompanying interim financial statements should be read in conjunction with the Partnerships' Annual Report on Form 10-K filed for the year ended December 31, 2004. The results of operations for the period ended September 30, 2005 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. DISCONTINUED OPERATIONS ----------------------- As further described in Note 3, the III-D and III-E Partnerships sold all of their oil and gas assets held in the Jay-Little Escambia Creek Field ("Jay Field") on May 12, 2004 at a large public oil and gas auction. -27- 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 unit-of-production method. The Partnerships' depletion, depreciation, and amortization includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less than complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. ASSET RETIREMENT OBLIGATIONS ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. Estimated abandonment dates will be revised in the future based on changes to related economic lives, which vary with product prices and production costs. Estimated plugging costs may also be adjusted to reflect changing industry experience. The Partnerships' asset retirement obligations were revised upward for the three months ended -28- September 30, 2005 due to an increase in both the labor and rig costs associated with plugging wells. Cash flows would not be affected until wells are actually plugged and abandoned. The asset retirement obligation will be adjusted upwards each quarter in order to recognize accretion of the time-related discount factor. For the nine months ended September 30, 2005, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $44,000, $41,000, $83,000, $29,000, $88,000, and $26,000, 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 three and nine months ended September 30, 2005 and 2004 are as shown below. III-A Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $117,256 $112,025 Additions and revisions 115,243 - Accretion expense 5,775 945 -------- -------- Total Asset Retirement Obligation, End of Quarter $238,274 $112,970 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $114,955 $114,993 Additions and revisions 115,243 - Settlements and disposals - ( 4,865) Accretion expense 8,076 2,842 -------- -------- Total Asset Retirement Obligation, End of Period $238,274 $112,970 ======== ======== Asset Retirement Obligation - Current $ 5,357 $ 16,604 Asset Retirement Obligation - Long-Term 232,917 96,366 -29- III-B Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 b9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $ 81,447 $ 80,077 Additions and revisions 80,508 - Accretion expense 3,973 17 -------- -------- Total Asset Retirement Obligation, End of Quarter $165,928 $ 80,094 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $ 79,865 $ 83,211 Additions and revisions 80,508 - Settlements and disposals - ( 3,209) Accretion expense 5,555 92 -------- -------- Total Asset Retirement Obligation, End of Period $165,928 $ 80,094 ======== ======== Asset Retirement Obligation - Current $ 49,771 $ 30,779 Asset Retirement Obligation - Long-Term 116,157 49,315 III-C Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $209,962 $198,939 Additions and revisions 206,049 22 Settlements and disposals - ( 131) Accretion expense 10,390 1,693 -------- -------- Total Asset Retirement Obligation, End of Quarter $426,401 $200,523 ======== ======== -30- Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $204,672 $194,453 Additions and revisions 207,132 1,044 Settlements and disposals - ( 131) Accretion expense 14,597 5,157 -------- -------- Total Asset Retirement Obligation, End of Period $426,401 $200,523 ======== ======== Asset Retirement Obligation - Current $ 54,470 $ 34,286 Asset Retirement Obligation - Long-Term 371,931 166,237 III-D Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $111,537 $105,878 Additions and revisions 69,849 3 Settlements and disposals - ( 17) Accretion expense 3,893 838 -------- -------- Total Asset Retirement Obligation, End of Quarter $185,279 $106,702 ======== ======== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $109,182 $314,031 Additions and revisions 70,004 149 Settlements and disposals - ( 17) Accretion expense 6,093 5,366 Discontinued operations - ( 212,827) -------- -------- Total Asset Retirement Obligation, End of Period $185,279 $106,702 ======== ======== Asset Retirement Obligation - Current $ 5,857 $ 11,890 Asset Retirement Obligation - Long-Term 179,422 94,812 -31- III-E Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $216,248 $ 217,719 Additions and revisions 228,882 Settlements and disposals - - Accretion expense 11,257 1,583 -------- ---------- Total Asset Retirement Obligation, End of Quarter $456,387 $ 219,302 ======== ========== Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $217,175 $1,768,863 Additions and revisions 228,882 - Settlements and disposals ( 5,091) - Accretion expense 15,421 24,042 Discontinued operations - ( 1,573,603) -------- ---------- Total Asset Retirement Obligation, End of Period $456,387 $ 219,302 ======== ========== Asset Retirement Obligation - Current $ 13,427 $ 23,221 Asset Retirement Obligation - Long-Term 442,960 196,081 III-F Partnership ----------------- Three Months Three Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, July 1 $153,610 $ 146,070 Additions and revisions 105,768 - Accretion expense 6,089 1,521 -------- ---------- Total Asset Retirement Obligation, End of Quarter $265,467 $ 147,591 ======== ========== -32- Nine Months Nine Months Ended Ended 9/30/2005 9/30/2004 ------------ ------------ Total Asset Retirement Obligation, January 1 $150,199 $ 142,977 Additions and revisions 105,768 - Accretion expense 9,500 4,614 -------- ---------- Total Asset Retirement Obligation, End of Period $265,467 $ 147,591 ======== ========== Asset Retirement Obligation - Current $ 4,332 $ 4,485 Asset Retirement Obligation - Long-Term 261,135 143,106 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended September 30, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $ 4,752 $ 69,468 III-B 3,592 36,405 III-C 3,923 64,353 III-D 2,889 34,476 III-E 6,043 110,070 III-F 3,982 58,284 During the nine months ended September 30, 2005, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $34,203 $208,404 III-B 30,155 109,215 III-C 32,848 193,059 III-D 29,440 103,428 III-E 40,447 330,210 III-F 32,681 174,852 -33- Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. 3. DISCONTINUED OPERATIONS ----------------------- On May 12, 2004, the III-D and III-E Partnerships sold all of their interests in the Jay Field located in Santa Rosa County, Florida at a large 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 $89,000, respectively, for the III-D and III-E Partnerships. Accordingly, prior year results of the Jay Field segment have been classified as discontinued. Results from discontinued operations for the three and nine months ended September 30, 2004 were as follows: III-D Partnership ----------------- Three Months Nine months Ended Ended 9/30/2004 9/30/2004 ------------ ------------ Oil and gas sales ($ 46) $149,190 Lease operating ( 67,798) ( 225,400) Production tax ( 22) ( 9,840) Depreciation, depletion, and amortization of oil and gas properties - ( 2,818) ------- -------- Loss from discontinued operations ($67,866) ($ 88,868) ======= ======== -34- III-E Partnership ----------------- Three Months Nine months Ended Ended 9/30/2004 9/30/2004 ------------ ------------ Oil and gas sales ($ 328) $1,064,866 Lease operating ( 483,855) ( 1,608,617) Production tax ( 156) ( 70,237) Depreciation, depletion, and amortization of oil and gas properties - ( 19,235) -------- ---------- Loss from discontinued operations ($484,339) ($ 633,223) ======== ========== -35- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. DISCONTINUED OPERATIONS - ----------------------- The III-D and III-E Partnerships owned working interests in the Jay Field located in Santa Rosa County, Florida. This property, consisting of several oil and gas producing wells, several nitrogen gas injection wells (to stimulate production), and a gas plant, is operated by ExxonMobil. The injection process leads to very high operating costs. As a result, changes in oil (in particular) and natural gas prices can significantly impact net cash flow and the estimated net present value of this property's proved reserves. Based on information received from the operator, in late 2001 through early 2004 this property experienced mechanical and operational difficulties primarily associated with the nitrogen injection system and gas plant operations. Also, the drilling of a directional well significantly exceeded the operator's original cost estimates. The operator notified the working interest owners that -36- additional costs would be incurred in order to plug several wells. As a result of these costs, cash flow from this property had been reduced and at times had been negative. This property is very sensitive to changes in oil prices and production volumes. In May 2004, the III-D and III-E Partnerships sold all of their interests in the Jay Field and the disposal was treated as a discontinued operation. The sales proceeds consisting of approximately $89,000 and $632,000, respectively, were included in the August 15, 2004 cash distributions to the III-D and III-E Partnerships. 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. The reader should refer to Note 3 - Discontinued Operations to the consolidated financial statements included in PART I, ITEM 1 of this Quarterly Report on Form 10-Q for additional information regarding this matter. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: -37- Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- III-A November 22, 1989 $26,397,600 III-B January 24, 1990 13,833,600 III-C February 27, 1990 24,453,600 III-D September 5, 1990 13,100,800 III-E December 26, 1990 41,826,600 III-F March 7, 1991 22,148,400 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of September 30, 2005 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures for new wells or well recompletions or workovers may, however, reduce or eliminate cash available for a particular quarterly distribution. Pursuant to the terms of the Partnership Agreements for the Partnerships (the "Partnership Agreements") the Partnerships were initially scheduled to terminate on the dates indicated in the "Initial Termination Date" column of the following chart. However, the Partnership Agreements provide that the General Partner may extend the term of each Partnership for up to five periods of two years each. As of the date of this Quarterly Report, the General Partner has extended the terms of the Partnerships for their fourth 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 4 November 22, 2007 III-B January 24, 2000 4 December 31, 2007 III-C February 28, 2000 4 December 31, 2007 III-D September 5, 2000 4 December 31, 2007 III-E December 26, 2000 4 December 31, 2007 III-F March 7, 2001 4 December 31, 2007 -38- In May 2004 the III-D and III-E Partnerships sold their working interests in the Jay Field located in Santa Rosa County, Florida. A routine audit by an unaffiliated non-operator of joint interest billings after the effective date of the sale resulted in the III-D and III-E Partnerships making additional expense payments of approximately $68,000 and $484,000, respectively, for costs represented to have been incurred before the effective date of the sale. However, the General Partner's independent review of the expenses revealed that approximately $30,000 and $215,000, respectively, paid by the III-D and III-E Partnerships were actually not applicable to periods before the effective date of the sale and were therefore improper. The General Partner has demanded that the purchaser return the excess payments to the III-D and III-E Partnerships; however, the purchaser has ignored these demands. The General Partner intends to initiate litigation in order to recover the overpaid expenses. CRITICAL ACCOUNTING POLICIES - ---------------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions plus an allocated portion of the General Partner's property screening costs. The acquisition cost to the Partnerships of the properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. Depletion of the cost of producing oil and gas properties, amortization of related intangible drilling and development costs, and depreciation of tangible lease and well equipment are computed on the unit-of-production method. The Partnerships' calculation of depreciation, depletion, and amortization includes estimated dismantlement and abandonment costs and estimated salvage value of the equipment. When complete units of depreciable property are retired or sold, the asset cost and related accumulated depreciation are eliminated with any gain or loss (including the elimination of the asset retirement obligation) reflected in income. When less that complete units of depreciable property are retired or sold, the proceeds are credited to oil and gas properties. -39- The Partnerships evaluate the recoverability of the carrying costs of their proved oil and gas properties for each oil and gas field (rather than separately for each well). If the unamortized costs of oil and gas properties within a field exceeds the expected undiscounted future cash flows from such properties, the cost of the properties is written down to fair value, which is determined by using the estimated discounted future cash flows from the properties. The risk that the Partnerships will be required to record impairment provisions in the future increases as oil and gas prices decrease. The Deferred Charge on the Balance Sheets represents costs deferred for lease operating expenses incurred in connection with the Partnerships' underproduced gas imbalance positions. Conversely, the Accrued Liability represents charges accrued for lease operating expenses incurred in connection with the Partnerships' overproduced gas imbalance positions. The rate used in calculating the Deferred Charge and Accrued Liability is the annual average production costs per Mcf. The Partnerships' oil and condensate production is sold, title passed, and revenue recognized at or near the Partnerships' wells under short-term purchase contracts at prevailing prices in accordance with arrangements which are customary in the oil and gas industry. Sales of gas applicable to the Partnerships' interest in producing oil and gas leases are recorded as revenue when the gas is metered and title transferred pursuant to the gas sales contracts covering the Partnerships' interest in gas reserves. During such times as a Partnership's sales of gas exceed its pro rata ownership in a well, such sales are recorded as revenues unless total sales from the well have exceeded the Partnership's share of estimated total gas reserves underlying the property, at which time such excess is recorded as a liability. The rates per Mcf used to calculate this liability are based on the average gas prices for which the Partnerships are currently settling this liability. These amounts were recorded as gas imbalance payables in accordance with the sales method. These gas imbalance payables will be settled by either gas production by the underproduced party in excess of current estimates of total gas reserves for the well or by negotiated or contractual payment to the underproduced party. -40- ASSET RETIREMENT OBLIGATIONS - ---------------------------- The Partnerships' wells must be properly plugged and abandoned after their oil and gas reserves are exhausted. The Partnerships follow FAS No. 143, "Accounting for Asset Retirement Obligations" in accounting for the future expenditures that will be necessary to plug and abandon these wells. FAS No. 143 requires the estimated plugging and abandonment obligations to be recognized in the period in which they are incurred (i.e. when the well is drilled or acquired) if a reasonable estimate of fair value can be made and to be capitalized as part of the carrying amount of the well. 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. PROVED RESERVES AND NET PRESENT VALUE - ------------------------------------- The process of estimating oil and gas reserves is complex, requiring significant subjective decisions in the evaluation of available geological, engineering, and economic data for each reservoir. The data for a given reservoir may change substantially over time as a result of, among other things, additional development activity, production history, and viability of production under varying economic conditions; consequently, it is reasonably possible that material revisions to existing reserve estimates may occur in the future. Although every reasonable effort has been made to ensure that these reserve estimates represent the most accurate assessment possible, the significance of the subjective decisions required and variances in available data for various reservoirs make these estimates generally less precise than other estimates presented in connection with financial statement disclosures. The following tables summarize changes in net quantities of the Partnerships' proved reserves, all of which are located in the United States, for the periods indicated. The proved reserves were estimated by petroleum engineers employed by affiliates of the Partnerships, and are annually reviewed by an independent engineering firm. "Proved reserves" refers to those estimated quantities of crude oil, gas, and gas liquids which geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known oil and gas reservoirs under existing economic and operating conditions. The following information includes certain gas balancing adjustments which cause the -41- gas volume to differ from the reserve reports prepared by the General Partner. III-A Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 123,403 3,772,737 Production ( 8,034) ( 108,487) Extensions and discoveries 774 12,699 Revisions of previous estimates 3,094 69,293 ------- --------- Proved reserves, March 31, 2005 119,237 3,746,242 Production ( 8,162) ( 105,753) Extensions and discoveries 206 1,490 Revisions of previous estimates ( 3,749) ( 5,379) ------- --------- Proved reserves, June 30, 2005 107,532 3,636,600 Production ( 8,206) ( 89,344) Extensions and discoveries 102 2,052 Revisions of previous estimates 4,869 118,783 ------- --------- Proved reserves, Sept. 30, 2005 104,297 3,668,091 ======= ========= -42- III-B Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 74,694 1,557,071 Production ( 5,398) ( 44,794) Extensions and discoveries 502 6,191 Revisions of previous estimates 2,659 27,821 ------ --------- Proved reserves, March 31, 2005 72,457 1,546,289 Production ( 5,712) ( 45,921) Extensions and discoveries 135 861 Revisions of previous estimates ( 2,343) ( 17,857) ------ --------- Proved reserves, June 30, 2005 64,537 1,483,372 Production ( 5,623) ( 38,044) Extensions and discoveries 64 911 Revisions of previous estimates 3,784 50,798 ------ --------- Proved reserves, Sept. 30, 2005 62,762 1,497,037 ====== ========= -43- III-C Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 81,674 4,632,503 Production ( 2,469) ( 134,206) Extensions and discoveries 39 55,001 Revisions of previous estimates 7,915 102,271 ------ --------- Proved reserves, March 31, 2005 87,159 4,655,569 Production ( 2,286) ( 143,514) Extensions and discoveries 105 64,663 Revisions of previous estimates 3,431 173,523 ------ --------- Proved reserves, June 30, 2005 88,409 4,750,241 Production ( 2,541) ( 136,692) Extensions and discoveries 686 47,310 Revisions of previous estimates 7,973 205,093 ------ --------- Proved reserves, Sept. 30, 2005 94,527 4,865,952 ====== ========= -44- III-D Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 81,073 2,409,961 Production ( 2,399) ( 76,715) Extensions and discoveries 4 7,610 Revisions of previous estimates 6,793 54,632 ------ --------- Proved reserves, March 31, 2005 85,471 2,395,488 Production ( 2,101) ( 75,890) Extensions and discoveries 69 6,673 Revisions of previous estimates ( 105) 132,644 ------ --------- Proved reserves, June 30, 2005 83,334 2,458,915 Production ( 2,069) ( 71,544) Extensions and discoveries 317 28,622 Revisions of previous estimates 5,614 125,700 ------ --------- Proved reserves, Sept. 30, 2005 87,196 2,541,693 ====== ========= -45- III-E Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 2004 158,508 6,440,079 Production ( 6,185) ( 172,223) Extensions and discoveries 11 2,322 Revisions of previous estimates 6,975 59,406 ------- --------- Proved reserves, March 31, 2005 159,309 6,329,584 Production ( 6,195) ( 172,213) Extensions and discoveries 10,189 34,407 Revisions of previous estimates 2,252 62,569 ------- --------- Proved reserves, June 30, 2005 165,555 6,254,347 Production ( 5,431) ( 170,927) Extensions and discoveries 601 66,229 Revisions of previous estimates 5,395 286,882 ------- --------- Proved reserves, Sept. 30, 2005 166,120 6,436,531 ======= ========= -46- III-F Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2004 314,866 4,140,725 Production ( 5,389) ( 100,250) Extensions and discoveries 9 1,950 Revisions of previous estimates 6,292 3,196 ------- --------- Proved reserves, March 31, 2005 315,778 4,045,621 Production ( 4,989) ( 89,254) Extensions and discoveries 8,565 30,840 Revisions of previous estimates 313 ( 275,088) ------- --------- Proved reserves, June 30, 2005 319,667 3,712,119 Production ( 5,158) ( 97,527) Extensions and discoveries 435 52,312 Revisions of previous estimates 5,848 168,813 ------- --------- Proved reserves, Sept. 30, 2005 320,792 3,835,717 ======= ========= The net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of September 30, 2005, June 30, 2005, March 31, 2005, and December 31, 2004. Net present value attributable to the Partnerships' proved reserves was calculated on the basis of current costs and prices as of the date of estimation. Such prices were not escalated except in certain circumstances where escalations were fixed and readily determinable in accordance with applicable contract provisions. The table also indicates the gas prices in effect on the dates corresponding to the reserve valuations. Changes in the oil and gas prices cause the estimates of remaining economically recoverable reserves, as well as the values placed on said reserves to fluctuate. The prices used in calculating the net present value attributable to the Partnerships' proved reserves do not necessarily reflect market prices for oil -47- and gas production subsequent to September 30, 2005. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at September 30, 2005 will actually be realized for such production. Net Present Value of Reserves (In 000's) ----------------------------------------------- Partnership 9/30/05 6/30/05 3/31/05 12/31/04 ----------- ------- ------- ------- -------- III-A $27,867 $13,839 $14,547 $12,009 III-B 12,175 6,335 6,764 5,576 III-C 33,033 14,277 14,227 11,293 III-D 17,821 7,812 7,970 6,265 III-E 45,867 20,800 21,237 17,295 III-F 31,478 15,562 16,359 13,190 Oil and Gas Prices ---------------------------------------------- Pricing 9/30/05 6/30/05 3/31/05 12/31/04 ----------- ------- ------- ------- -------- Oil (Bbl) $ 66.21 $ 56.63 $ 55.31 $ 43.36 Gas (Mcf) 15.21 7.07 7.17 6.02 RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: -48- * Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions and the impact of weather- related events; * 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 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 the 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 declines in production experienced on all remaining wells. -49- III-A PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,208,182 $1,024,984 Oil and gas production expenses $ 298,245 $ 189,293 Barrels produced 8,206 10,084 Mcf produced 89,344 111,220 Average price/Bbl $ 59.90 $ 41.78 Average price/Mcf $ 8.02 $ 5.43 As shown in the table above, total oil and gas sales increased $183,198 (17.9%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately $149,000 and $232,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $79,000 and $119,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,878 barrels and 21,876 Mcf, respectively, for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. 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 mid 2005 in order to perform a workover. As of the date of this Quarterly Report, the shut-in well has returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early 2005 in order to perform workovers, and (iii) positive prior period volume adjustments made by the operators on two other significant wells during the three months ended September 30, 2004. As of the date of this Quarterly Report, the operator has not yet determined when the shut-in wells will return to production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $108,952 (57.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on two significant wells during the three months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) salt water disposal expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 24.7% for the three months ended September 30, 2005 from 18.5% for the three months ended September 30, 2004. This percentage increase -50- was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $33,563 (127.5%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $35,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $21,000 was related to previously fully depleted wells, and (ii) approximately $5,000 was due to accretion of these additional asset retirement obligations. This increase was partially offset by (i) the decreases in volumes of oil and gas sold and (ii) one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 5.0% for the three months ended September 30, 2005 from 2.6% for the three months ended September 30, 2004. 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 for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.1% for the three months ended September 30, 2005 from 7.2% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $3,378,280 $3,115,672 Oil and gas production expenses $ 874,567 $ 635,672 Barrels produced 24,402 30,155 Mcf produced 303,584 357,105 Average price/Bbl $ 52.63 $ 37.54 Average price/Mcf $ 6.90 $ 5.55 As shown in the table above, total oil and gas sales increased $262,608 (8.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately $368,000 and $408,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $216,000 and $297,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 5,753 barrels and 53,521 Mcf, respectively, for the nine months ended September 30, 2005 -51- as compared to the nine months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during late 2004 and early to mid 2005 in order to perform workovers, and (iii) the shutting-in of two other significant wells during early 2005 due to mechanical problems. As of the date of this Quarterly Report, the shut-in wells have returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) a positive prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2004, and (iii) the shutting-in of two significant wells during early 2005 in order to perform workovers. As of the date of this Quarterly Report, the operator has not yet determined when the shut-in wells will return to production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $238,895 (37.6%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a positive prior period production tax adjustment made by the operator on one significant well during the nine months ended September 30, 2005. These increases were partially offset by a negative prior period production tax adjustment made by the operator on another significant well during the nine months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 25.9% for the nine months ended September 30, 2005 from 20.4% for the nine months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $44,498 (29.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) the abandonment of one significant well during the nine months ended September 30, 2004 following an unsuccessful recompletion attempt, (ii) the decreases in volumes of oil and gas sold, and (iii) another significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. These decreases were partially offset by increases of (i) approximately $35,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $21,000 was related to previously fully depleted wells, and (ii) approximately $5,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.2% for the nine months ended -52- September 30, 2005 from 4.9% for the nine months ended September 30, 2004. 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 for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.2% for the nine months ended September 30, 2005 from 7.8% for the nine months ended September 30, 2004. The Limited Partners have received cash distributions through September 30, 2005 totaling $40,839,701 or 154.71% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 -------- -------- Oil and gas sales $638,006 $545,780 Oil and gas production expenses $184,994 $112,269 Barrels produced 5,623 6,537 Mcf produced 38,044 47,789 Average price/Bbl $ 59.81 $ 42.16 Average price/Mcf $ 7.93 $ 5.65 As shown in the table above, total oil and gas sales increased $92,226 (16.9%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately $99,000 and $87,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $39,000 and $55,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 914 barrels and 9,745 Mcf, respectively, for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. 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 mid 2005 in order to perform a workover. As of the date of this Quarterly Report, the shut-in well has returned to production at a lower rate than previously experienced. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during early 2005 in order to perform workovers, and (iii) positive prior period volume adjustments made by the operators on two significant wells during the three months ended September 30, 2004. As of the date of this Quarterly Report, the operator has not yet determined when the shut-in wells will return to production. -53- Oil and gas production expenses (including lease operating expenses and production taxes) increased $72,725 (64.8%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on two significant wells during the three months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) salt water disposal expenses incurred on several wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 29.0% for the three months ended September 30, 2005 from 20.6% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $35,166 (245.5%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $35,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $13,000 was related to previously fully depleted wells, and (ii) approximately $3,000 was due to accretion of these additional asset retirement obligations. This increase was partially offset by (i) one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves and (ii) the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 7.8% for the three months ended September 30, 2005 from 2.6% for the three months ended September 30, 2004. 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 for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.3% for the three months ended September 30, 2005 from 7.3% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -54- NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,768,452 $1,587,512 Oil and gas production expenses $ 520,248 $ 373,673 Barrels produced 16,733 20,316 Mcf produced 128,759 145,561 Average price/Bbl $ 52.67 $ 37.54 Average price/Mcf $ 6.89 $ 5.67 As shown in the table above, total oil and gas sales increased $180,940 (11.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately $253,000 and $157,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $134,000 and $95,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 3,583 barrels and 16,802 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to (i) normal declines in production, (ii) the shutting-in of two significant wells during late 2004 and early to mid 2005 in order to perform workovers, and (iii) the shutting-in of two other significant wells during early 2005 due to mechanical problems. As of the date of this Quarterly Report, the shut-in wells have returned to production at a lower rate than previously experienced. 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 early 2005 in order to perform workovers. As of the date of this Quarterly Report, the operator has not yet determined when the shut-in wells will return to production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $146,575 (39.2%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) workover expenses incurred on several wells during the nine months ended September 30, 2005, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) a positive prior period production tax adjustment made by the operator on one significant well during the nine months ended September 30, 2005. These increases were partially offset by a negative prior period production tax adjustment made by the operator on another significant well during the nine months ended September 30, 2005. As a percentage of oil and gas sales, these expenses increased to 29.4% for the nine months ended September 30, 2005 from 23.5% for the nine months ended September 30, 2004. This percentage increase was primarily -55- due to the dollar increase in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties decreased $23,898 (26.5%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to (i) the abandonment of one significant well during the nine months ended September 30, 2004 following an unsuccessful recompletion attempt, (ii) the decreases in volumes of oil and gas sold, and (iii) another significant well being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. These decreases were partially offset by increases of (i) approximately $35,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $13,000 was related to previously fully depleted wells, and (ii) approximately $3,000 due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense decreased to 3.8% for the nine months ended September 30, 2005 from 5.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $1,797 (1.3%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 7.9% for the nine months ended September 30, 2005 from 8.7% for the nine months ended September 30, 2004. The Limited Partners have received cash distributions through September 30, 2005 totaling $22,770,353 or 164.60% of Limited Partners' capital contributions. III-C PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- -------- Oil and gas sales $1,123,255 $691,851 Oil and gas production expenses $ 238,678 $209,383 Barrels produced 2,541 1,414 Mcf produced 136,692 125,994 Average price/Bbl $ 59.33 $ 43.23 Average price/Mcf $ 7.11 $ 5.01 As shown in the table above, total oil and gas sales increased $431,404 (62.4%) for the three months ended September 30, 2005 as compared to the three months ended -56- September 30, 2004. Of this increase, approximately (i) $41,000 and $288,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $49,000 and $53,000, respectively, were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 1,127 barrels and 10,698 Mcf, respectively, for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) an increase in production on several wells following the successful workovers of those wells during mid 2005 and (ii) the successful completion of two new wells during mid 2005. The increase in volumes of gas sold was primarily due to (i) the successful completion of two new wells during late 2004 and early 2005, (ii) an increase in production on two significant wells following the successful workovers of those wells during mid to late 2004, and (iii) positive prior period volume adjustments made by the operator on two significant wells during the three months ended September 30, 2005. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $29,295 (14.0%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on two significant wells during the three months ended September 30, 2005, and (iii) a positive prior period lease operating expense adjustment made by the operator on one significant well during the three months ended September 30, 2005. These increases were partially offset by workover expenses incurred on two significant wells during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 21.2% for the three months ended September 30, 2005 from 30.3% for the three months ended September, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $89,408 (45.4%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to one significant well being fully depleted during the three months ended September 30, 2004 due to the lack of remaining reserves. This decrease was partially offset by an increase of (i) approximately $68,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $39,000 was related to previously fully depleted wells, and (ii) approximately $8,000 due to accretion of these additional asset retirement obligations. This increase was also due to the increases in volumes of oil and gas sold. As a percentage of oil and gas sales, -57- this expense decreased to 9.6% for the three months ended September 30, 2005 from 28.4% for the three months ended September 30, 2004. This percentage decrease was primarily due to (i) the dollar decrease in depreciation, depletion, and amortization of oil and gas properties and (ii) the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.1% for the three months ended September 30, 2005 from 9.8% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $3,060,079 $2,420,732 Oil and gas production expenses $ 612,375 $ 597,331 Barrels produced 7,296 6,941 Mcf produced 414,412 404,508 Average price/Bbl $ 52.43 $ 36.36 Average price/Mcf $ 6.46 $ 5.36 As shown in the table above, total oil and gas sales increased $639,347 (26.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $117,000 and $456,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $13,000 and $53,000, respectively, were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 355 barrels and 9,904 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to an increase in production on several wells following the successful workovers of those wells during mid 2005. The increase in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves during the nine months ended September 30, 2004 on one significant well resulting in the III-C Partnership becoming over produced in excess of estimated ultimate reserves thereby increasing gas imbalance payable, (ii) the successful completion of two new wells during late 2004, and (iii) an increase in production on two significant wells following the successful workovers of those wells during mid to late 2004. These increases were partially offset by (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following the workover of that well during mid 2004. The well with a substantial decline in production -58- is not expected to return to its previously high levels of production. The average gas price increased to $6.46 per Mcf for the nine months ended September 30, 2005 from $5.36 per Mcf for the nine months ended September 30, 2004. Due to the gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the III-C Partnership during the nine months ended September 30, 2004. This resulted in a higher average price per Mcf for the nine months ended September 30, 2004 than if the liability had not been recorded. No such material adjustments were recorded during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $15,044 (2.5%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005, and (iii) a positive prior period lease operating expense adjustment made by the operator on another significant well during the nine months ended September 30, 2005. These increases were partially offset by workover expenses incurred on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 20.0% for the nine months ended September 30, 2005 from 24.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties decreased $106,111 (34.5%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This decrease was primarily due to several wells being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves. This decrease was partially offset by an increase of (i) approximately $68,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $39,000 was related to previously fully depleted wells, and (ii) approximately $8,000 due to accretion of these additional asset retirement obligations. This increase was also due to (i) one significant well being fully depleted during the nine months ended September 30, 2005 due to the lack of remaining reserves and (ii) an increase in depletable oil and gas properties during 2005 primarily due to the drilling of two developmental wells. As a percentage of oil and gas sales, this expense decreased to 6.6% for the nine months ended September 30, 2005 from 12.7% for the nine months ended September 30, 2004. This percentage decrease was -59- primarily due to the dollar decrease in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.4% for the nine months ended September 30, 2005 from 9.3% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $30,826,795 or 126.06% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 -------- -------- Oil and gas sales $647,801 $397,237 Oil and gas production expenses $141,604 $143,651 Barrels produced 2,069 1,593 Mcf produced 71,544 67,763 Average price/Bbl $ 61.08 $ 41.90 Average price/Mcf $ 7.29 $ 4.88 As shown in the table above, total oil and gas sales increased $250,564 (63.1%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $40,000 and $173,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $20,000 and $18,000, respectively, were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 476 barrels and 3,781 Mcf, respectively, for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful workover of that well during late 2004 and (ii) the successful completion of two new wells during early to mid 2005. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) an increase in production on one significant well following the successful workover of that well during late 2004 and (ii) the successful completion of two new wells during early to mid 2005. These increases were partially offset by (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following the workover of that well during mid 2004. The well with a substantial decline in -60- production is not expected to return to its previously high levels of production. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $2,047 (1.4%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This decrease was primarily due to workover expenses incurred on several wells during the three months ended September 30, 2004. These decreases were partially offset by (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) an increase in repair and maintenance expenses incurred on several wells during the three months ended September 30, 2005 as compared to the three months ended September 30, 2004, and (iii) workover expenses incurred on two significant wells during the three months ended September 30, 2005. As a percentage of oil and gas sales, these expenses decreased to 21.9% for the three months ended September 30, 2005 from 36.2% for the three months ended September, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $25,663 (214.9%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $22,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $17,000 was related to previously fully depleted wells, and (ii) approximately $3,000 was due to accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 5.8% for the three months ended September 30, 2005 from 3.0% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses decreased $3,813 (9.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 5.8% for the three months ended September 30, 2005 from 10.4% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -61- NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,739,907 $1,390,879 Oil and gas production expenses $ 355,551 $ 332,866 Barrels produced 6,569 6,423 Mcf produced 224,149 217,239 Average price/Bbl $ 51.85 $ 35.83 Average price/Mcf $ 6.24 $ 5.34 As shown in the table above, total oil and gas sales increased $349,028 (25.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $105,000 and $202,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $5,000 and $37,000, respectively, were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 146 barrels and 6,910 Mcf, respectively, for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful workover of that well during late 2004 and (ii) the successful completion of two new wells during early to mid 2005. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) downward revisions in the estimates of remaining gas reserves during the nine months ended September 30, 2004 on one significant well resulting in the III-D Partnership becoming over produced in excess of estimated ultimate reserves thereby increasing gas imbalance payable, (ii) an increase in production on another significant well following the successful workover of that well during late 2004, and (iii) the successful completion of several new wells during late 2004 and early to mid 2005. These increases were partially offset by (i) normal declines in production and (ii) a substantial decline in production during 2005 on one significant well following the workover of that well during mid 2004. The well with a substantial decline in production is not expected to return to its previously high levels of production. The average gas price increased to $6.24 per Mcf for the nine months ended September 30, 2005 from $5.34 per Mcf for the nine months ended September 30, 2004. Due to the gas imbalance situation on one significant well discussed above, gas volumes for that well were recorded as a liability at a substantially lower rate per Mcf than the average price per Mcf received by the III-D Partnership during the nine months ended September 30, 2004. This resulted in a higher average price per Mcf for the nine months ended September 30, 2004 than if the liability had not been recorded. No such -62- material adjustments were recorded during the nine months ended September 30, 2005. Oil and gas production expenses (including lease operating expenses and production taxes) increased $22,685 (6.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005, and (iii) an increase in repair and maintenance expenses incurred on several other wells during the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. These increases were partially offset by workover expenses incurred on several other wells during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 20.4% for the nine months ended September 30, 2005 from 23.9% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $4,689 (6.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase (i) approximately $22,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $17,000 was related to previously fully depleted wells, and (ii) approximately $3,000 was due to accretion of these additional asset retirement obligations. This increase was also due to an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well. These increases were partially offset by (i) two significant wells being fully depleted during the nine months ended September 30, 2004 due to the lack of remaining reserves and (ii) upward revisions in the estimates of remaining gas reserves since September 30, 2004. As a percentage of oil and gas sales, this expense decreased to 4.5% for the nine months ended September 30, 2005 from 5.2% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in the average prices of oil and gas sold. General and administrative expenses decreased $2,495 (1.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 7.6% for the nine months ended September 30, 2005 from 9.7% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -63- The Limited Partners have received cash distributions through September 30, 2005 totaling $17,234,669 or 131.55% of Limited Partners' capital contributions. III-E PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $1,536,728 $1,103,595 Oil and gas production expenses $ 372,145 $ 316,396 Barrels produced 5,431 3,420 Mcf produced 170,927 179,461 Average price/Bbl $ 60.53 $ 52.45 Average price/Mcf $ 7.07 $ 5.15 As shown in the table above, total oil and gas sales increased $433,133 (39.2%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately (i) $44,000 and $328,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $105,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $44,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 2,011 barrels, while volumes of gas sold decreased 8,534 Mcf for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The increase in volumes of oil sold was primarily due to a negative prior period volume adjustment made by the operator on one significant well during the three months ended September 30, 2004. This increase was partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $55,749 (17.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the three months ended September 30, 2005, and (iii) repair and maintenance expenses incurred on one significant well during the three months ended September 30, 2005. These increases were partially offset by workover expenses incurred on one significant well during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 24.2% for the three months ended September 30, 2005 from 28.7% for the three months ended September, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. -64- Depreciation, depletion, and amortization of oil and gas properties increased $84,763 (125.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase (i) approximately $72,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $47,000 was related to previously fully depleted wells, and (ii) approximately $9,000 was due to accretion of these additional asset retirement obligations. This increase was also due to (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well and (ii) the receipt of equipment credits on one fully depleted well during the three months ended September 30, 2004. These increases were partially offset by an increase in depletable oil and gas properties during 2004 primarily due to the recompletion of two significant wells. As a percentage of oil and gas sales, this expense increased to 9.9% for the three months ended September 30, 2005 from 6.1% for the three months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion and amortization of oil and gas properties. General and administrative expenses decreased $3,606 (3.0%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 7.6% for the three months ended September 30, 2005 from 10.8% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $4,107,355 $3,371,556 Oil and gas production expenses $1,039,061 $ 924,846 Barrels produced 17,811 17,182 Mcf produced 515,363 538,069 Average price/Bbl $ 49.99 $ 35.81 Average price/Mcf $ 6.24 $ 5.12 As shown in the table above, total oil and gas sales increased $735,799 (21.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase, approximately (i) $253,000 and $577,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $22,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $116,000 related to a decrease in volumes of -65- gas sold. Volumes of oil sold increased 629 barrels, while volumes of gas sold decreased 22,706 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to a negative prior period volume adjustment made by the operator on one significant well during the nine months ended September 30, 2004. This increase was partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $114,215 (12.3%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005, and (iii) repair and maintenance expenses incurred on another significant well during the nine months ended September 30, 2005. These increases were partially offset by workover expenses incurred on one significant well during the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 25.3% for the nine months ended September 30, 2005 from 27.4% for the nine months ended September 30, 2004. Depreciation, depletion, and amortization of oil and gas properties increased $101,238 (74.1%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase (i) approximately $72,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $47,000 was related to previously fully depleted wells, and (ii) approximately $9,000 was due to accretion of these additional asset retirement obligations. This increase was also due to (i) an increase in depletable oil and gas properties during 2005 primarily due to the recompletion of one significant well and (ii) the receipt of equipment credits on two fully depleted wells during the nine months ended September 30, 2004. These increases were partially offset by (i) an increase in depletable oil and gas properties during 2004 primarily due to the recompletion of two other significant wells and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense increased to 5.8% for the nine months ended September 30, 2005 from 4.1% for the nine months ended September 30, 2004. This percentage increase was primarily due to the dollar increase in depreciation, depletion and amortization of oil and gas properties. -66- General and administrative expenses decreased $5,341 (1.4%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 9.0% for the nine months ended September 30, 2005 from 11.2% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $51,243,016 or 122.51% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2004. Three Months Ended September 30, -------------------------------- 2005 2004 ---------- -------- Oil and gas sales $1,020,539 $752,555 Oil and gas production expenses $ 208,625 $184,161 Barrels produced 5,158 5,192 Mcf produced 97,527 104,753 Average price/Bbl $ 61.58 $ 40.76 Average price/Mcf $ 7.21 $ 5.16 As shown in the table above, total oil and gas sales increased $267,984 (35.6%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. Of this increase, approximately $108,000 and $199,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of approximately $2,000 and $37,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 34 barrels and 7,226 Mcf, respectively, for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by an increase in production on several wells following successful repairs made during mid to late 2004. The decrease in volumes of gas sold was primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $24,464 (13.3%) for the three months ended September 30, 2005 as compared to the three months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the three months ended September 30, 2005, and (iii) repair and maintenance expenses incurred on one significant well during the three months ended September 30, 2005. These increases -67- were partially offset by workover expenses incurred on one significant well during the three months ended September 30, 2004. As a percentage of oil and gas sales, these expenses decreased to 20.4% for the three months ended September 30, 2005 from 24.5% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties remained relatively constant for the three months ended September 30, 2005 and 2004. A decrease in depreciation, depletion, and amortization was primarily due to (i) an increase in depletable oil and gas properties during 2004 primarily due to the recompletion of two significant wells and (ii) the decreases in volumes of oil and gas sold. These decreases were substantially offset by (i) an increase of approximately $15,000 due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $7,000 was related to previously fully depleted wells, (ii) an increase of approximately $4,000 due to accretion of these additional asset retirement obligations, and (iii) the receipt of equipment credits on one fully depleted well during the three months ended September 30, 2004. As a percentage of oil and gas sales, this expense decreased to 5.3% for the three months ended September 30, 2005 from 7.3% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses remained relatively constant for the three months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 6.1% for the three months ended September 30, 2005 from 8.2% for the three months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. NINE MONTHS ENDED SEPTEMBER 30, 2005 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2004. Nine Months Ended September 30, ------------------------------- 2005 2004 ---------- ---------- Oil and gas sales $2,651,628 $2,107,070 Oil and gas production expenses $ 579,546 $ 533,917 Barrels produced 15,536 14,979 Mcf produced 287,031 306,840 Average price/Bbl $ 53.46 $ 36.64 Average price/Mcf $ 6.34 $ 5.08 As shown in the table above, total oil and gas sales increased $544,558 (25.8%) for the nine months ended September 30, 2005 as compared to the nine months ended -68- September 30, 2004. Of this increase, approximately (i) $261,000 and $364,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $21,000 was related to an increase in volumes of oil sold. These increases were partially offset by a decrease of approximately $101,000 related to a decrease in volumes of gas sold. Volumes of oil sold increased 557 barrels, while volumes of gas sold decreased 19,809 Mcf for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. The increase in volumes of oil sold was primarily due to (i) an increase in production on several wells following the successful workovers of those wells during mid to late 2004 and (ii) an increase in production on several other wells following successful repairs made during mid to late 2004. These increases were partially offset by normal declines in production. The decrease in volumes of gas sold was primarily due to normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $45,629 (8.5%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. This increase was primarily due to (i) an increase in production taxes associated with the increase in oil and gas sales, (ii) workover expenses incurred on several wells during the nine months ended September 30, 2005, and (iii) repair and maintenance expenses incurred on one significant well during the nine months ended September 30, 2005. These increases were partially offset by expenses incurred during the nine months ended September 30, 2004 for an unsuccessful workover performed on one significant well. As a percentage of oil and gas sales, these expenses decreased to 21.9% for the nine months ended September 30, 2005 from 25.3% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $19,016 (16.8%) for the nine months ended September 30, 2005 as compared to the nine months ended September 30, 2004. Of this increase (i) approximately $15,000 was due to the depletion of additional capitalized costs of oil and gas properties as a result of the upward revision in the estimate of the asset retirement obligations, of which approximately $7,000 was related to previously fully depleted wells, and (ii) approximately $4,000 was due to accretion of these additional asset retirement obligations. This increase was also due to the receipt of equipment credits on two fully depleted wells during the nine months ended September 30, 2004. These increases were partially offset by (i) an increase in depletable oil and gas properties during 2004 primarily due to the recompletion of two significant wells and (ii) the decrease in volumes of gas sold. As a percentage of oil and gas sales, this expense decreased to 5.0% for the nine months ended September 30, 2005 from 5.4% for the nine months ended September 30, 2004. -69- General and administrative expenses remained relatively constant for the nine months ended September 30, 2005 and 2004. As a percentage of oil and gas sales, these expenses decreased to 7.8% for the nine months ended September 30, 2005 from 9.8% for the nine months ended September 30, 2004. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through September 30, 2005 totaling $21,185,904 or 95.65% of Limited Partners' capital contributions. -70- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnerships do not hold any market risk sensitive instruments. ITEM 4. 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. -71- PART II. OTHER INFORMATION ITEM 6. EXHIBITS 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-A Partnership. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-A Partnership. 31.3 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-B Partnership. 31.4 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-B Partnership. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-C Partnership. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-C Partnership. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-D Partnership. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-D Partnership. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-E Partnership. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-E Partnership. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the III-F Partnership. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the III-F Partnership. 32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-A Partnership. -72- 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-B Partnership. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-C Partnership. 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-D Partnership. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-E Partnership. 32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the III-F Partnership. -73- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: November 14, 2005 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: November 14, 2005 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -74- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.3 Certification Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.4 Certification Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. -75- 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. -76-