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 March 31, 2006 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 ------ ------ -1- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act (check one): Large accelerated filer -------- Accelerated filer -------- X Non-accelerated filer -------- Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X ------ ------ The Depositary Units are not publicly traded; therefore, Registrant cannot compute the aggregate market value of the voting units held by non-affiliates of the Registrant. -2- PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,188,265 $1,209,317 Accounts receivable: Oil and gas sales 595,822 831,772 ---------- ---------- Total current assets $1,784,087 $2,041,089 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 751,306 775,391 DEFERRED CHARGE 190,240 190,240 ---------- ---------- $2,725,633 $3,006,720 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 126,927 $ 126,411 Gas imbalance payable 17,660 17,660 Asset retirement obligation - current (Note 1) 18,263 14,606 ---------- ---------- Total current liabilities $ 162,850 $ 158,677 LONG-TERM LIABILITIES: Accrued liability $ 27,120 $ 27,120 Asset retirement obligation (Note 1) 270,432 270,650 ---------- ---------- Total long-term liabilities $ 297,552 $ 297,770 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 90,370) ($ 59,217) Limited Partners, issued and outstanding, 263,976 units 2,355,601 2,609,490 ---------- ---------- Total Partners' capital $2,265,231 $2,550,273 ---------- ---------- $2,725,633 $3,006,720 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -3- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,113,320 $1,033,696 Interest income 9,146 3,881 ---------- ---------- $1,122,466 $1,037,577 COSTS AND EXPENSES: Lease operating $ 164,913 $ 263,228 Production tax 88,505 99,120 Depreciation, depletion, and amortization of oil and gas properties 27,490 23,989 General and administrative (Note 2) 97,480 94,964 ---------- ---------- $ 378,388 $ 481,301 ---------- ---------- NET INCOME $ 744,078 $ 556,276 ========== ========== GENERAL PARTNER - NET INCOME $ 75,967 $ 57,399 ========== ========== LIMITED PARTNERS - NET INCOME $ 668,111 $ 498,877 ========== ========== NET INCOME per unit $ 2.53 $ 1.89 ========== ========== UNITS OUTSTANDING 263,976 263,976 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -4- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 744,078 $ 556,276 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 27,490 23,989 (Increase) decrease in accounts receivable - oil and gas sales 235,950 ( 9,944) Increase in accounts payable 8,712 129,599 ---------- ---------- Net cash provided by operating activities $1,016,230 $ 699,920 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 8,162) ($ 10,155) ---------- ---------- Net cash used by investing activities ($ 8,162) ($ 10,155) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,029,120) ($ 758,391) ---------- ---------- Net cash used by financing activities ($1,029,120) ($ 758,391) ---------- ---------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 21,052) ($ 68,626) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,209,317 1,038,719 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,188,265 $ 970,093 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -5- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 575,739 $ 604,086 Accounts receivable: Oil and gas sales 324,808 433,785 ---------- ---------- Total current assets $ 900,547 $1,037,871 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 400,852 414,293 DEFERRED CHARGE 125,644 125,644 ---------- ---------- $1,427,043 $1,577,808 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 80,934 $ 76,295 Gas imbalance payable 9,707 9,707 Asset retirement obligation - current (Note 1) 10,985 9,255 ---------- ---------- Total current liabilities $ 101,626 $ 95,257 LONG-TERM LIABILITIES: Accrued liability $ 9,664 $ 9,664 Asset retirement obligation (Note 1) 175,810 175,358 ---------- ---------- Total long-term liabilities $ 185,474 $ 185,022 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 59,238) ($ 35,041) Limited Partners, issued and outstanding, 138,336 units 1,199,181 1,332,570 ---------- ---------- Total Partners' capital $1,139,943 $1,297,529 ---------- ---------- $1,427,043 $1,577,808 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -6- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $590,471 $525,153 Interest income 4,426 1,992 -------- -------- $594,897 $527,145 COSTS AND EXPENSES: Lease operating $105,161 $161,378 Production tax 50,283 55,862 Depreciation, depletion, and amortization of oil and gas properties 15,623 4,530 General and administrative (Note 2) 62,496 60,250 -------- -------- $233,563 $282,020 -------- -------- NET INCOME $361,334 $245,125 ======== ======== GENERAL PARTNER - NET INCOME $ 55,723 $ 37,104 ======== ======== LIMITED PARTNERS - NET INCOME $305,611 $208,021 ======== ======== NET INCOME per unit $ 2.21 $ 1.50 ======== ======== UNITS OUTSTANDING 138,336 138,336 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -7- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $361,334 $245,125 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 15,623 4,530 (Increase) decrease in accounts receivable - oil and gas sales 108,977 ( 16,664) Increase in accounts payable 10,115 83,971 -------- -------- Net cash provided by operating activities $496,049 $316,962 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 5,476) ($ 328) Proceeds from sale of oil and gas properties - 2,473 -------- -------- Net cash provided (used) by investing activities ($ 5,476) $ 2,145 -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($518,920) ($400,848) -------- -------- Net cash used by financing activities ($518,920) ($400,848) -------- -------- NET DECREASE IN CASH AND CASH EQUIVALENTS ($ 28,347) ($ 81,741) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 604,086 556,249 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $575,739 $474,508 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -8- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,057,842 $1,013,378 Accounts receivable: Oil and gas sales 699,924 884,091 Related party (Note 2) 10,461 - ---------- ---------- Total current assets $1,768,227 $1,897,469 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,693,846 1,544,711 DEFERRED CHARGE 62,603 62,603 ---------- ---------- $3,524,676 $3,504,783 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 218,383 $ 263,892 Gas imbalance payable 67,556 76,928 Asset retirement obligation - current (Note 1) 20,579 19,679 ---------- ---------- Total current liabilities $ 306,518 $ 360,499 LONG-TERM LIABILITIES: Accrued liability $ 124,681 $ 124,681 Asset retirement obligation (Note 1) 358,936 355,551 ---------- ---------- Total long-term liabilities $ 483,617 $ 480,232 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 120,353) ($ 105,515) Limited Partners, issued and outstanding, 244,536 units 2,854,894 2,769,567 ---------- ---------- Total Partners' capital $2,734,541 $2,664,052 ---------- ---------- $3,524,676 $3,504,783 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -9- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,232,981 $954,505 Interest income 7,611 2,423 Other income - 1,741 ---------- -------- $1,240,592 $958,669 COSTS AND EXPENSES: Lease operating $ 185,312 $156,333 Production tax 90,563 64,819 Depreciation, depletion, and amortization of oil and gas properties 54,431 52,036 General and administrative (Note 2) 91,992 89,518 ---------- -------- $ 422,298 $362,706 ---------- -------- NET INCOME $ 818,294 $595,963 ========== ======== GENERAL PARTNER - NET INCOME $ 85,967 $ 63,881 ========== ======== LIMITED PARTNERS - NET INCOME $ 732,327 $532,082 ========== ======== NET INCOME per unit $ 2.99 $ 2.18 ========== ======== UNITS OUTSTANDING 244,536 244,536 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -10- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 818,294 $595,963 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 54,431 52,036 Settlement of asset retirement obligation ( 109) - (Increase) decrease in accounts receivable - oil and gas sales 184,167 ( 45,477) Increase in accounts receivable - related party ( 10,461) - Increase (decrease) in accounts payable ( 58,628) 30,654 Decrease in gas imbalance payable ( 9,372) - ---------- -------- Net cash provided by operating activities $ 978,322 $633,176 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 186,053) ($ 38,757) ---------- -------- Net cash used by investing activities ($ 186,053) ($ 38,757) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 747,805) ($408,309) ---------- -------- Net cash used by financing activities ($ 747,805) ($408,309) ---------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 44,464 $186,110 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,013,378 682,792 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,057,842 $868,902 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -11- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 549,346 $ 547,247 Accounts receivable: Oil and gas sales 436,252 527,187 ---------- ---------- Total current assets $ 985,598 $1,074,434 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 786,396 651,461 DEFERRED CHARGE 15,342 15,342 ---------- ---------- $1,787,336 $1,741,237 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 139,132 $ 155,178 Accounts payable - related party (Note 2) 4,547 - Gas imbalance payable 41,607 42,943 Asset retirement obligation - current (Note 1) 17,613 17,420 ---------- ---------- Total current liabilities $ 202,899 $ 215,541 LONG-TERM LIABILITIES: Accrued liability $ 153,747 $ 153,747 Asset retirement obligation (Note 1) 186,115 186,678 ---------- ---------- Total long-term liabilities $ 339,862 $ 340,425 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 37,858) ($ 29,279) Limited Partners, issued and outstanding, 131,008 units 1,282,433 1,214,550 ---------- ---------- Total Partners' capital $1,244,575 $1,185,271 ---------- ---------- $1,787,336 $1,741,237 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -12- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $714,986 $535,061 Interest income 4,061 1,397 Other income - 249 -------- -------- $719,047 $536,707 COSTS AND EXPENSES: Lease operating $116,957 $ 88,145 Production tax 51,389 36,578 Depreciation, depletion, and amortization of oil and gas properties 33,147 17,037 General and administrative (Note 2) 60,376 58,146 -------- -------- $261,869 $199,906 -------- -------- NET INCOME $457,178 $336,801 ======== ======== GENERAL PARTNER - NET INCOME $ 48,295 $ 35,051 ======== ======== LIMITED PARTNERS - NET INCOME $408,883 $301,750 ======== ======== NET INCOME per unit $ 3.12 $ 2.30 ======== ======== UNITS OUTSTANDING 131,008 131,008 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -13- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $457,178 $336,801 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 33,147 17,037 Settlement of asset retirement obligation ( 1,152) - (Increase) decrease in accounts receivable - oil and gas sales 90,935 ( 28,306) Decrease in accounts payable ( 22,901) ( 48,893) Increase in accounts payable - related party 4,547 - Decrease in gas imbalance payable ( 1,336) - -------- -------- Net cash provided by operating activities $560,418 $276,639 -------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($160,445) ($ 4,810) -------- -------- Net cash used by investing activities ($160,445) ($ 4,810) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($397,874) ($220,900) -------- -------- Net cash used by financing activities ($397,874) ($220,900) -------- -------- NET INCREASE IN CASH AND CASH EQUIVALENTS $ 2,099 $ 50,929 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 547,247 432,834 -------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $549,346 $483,763 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -14- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $1,492,289 $1,460,559 Accounts receivable: Oil and gas sales 952,432 1,272,925 ---------- ---------- Total current assets $2,444,721 $2,733,484 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,929,648 1,981,508 DEFERRED CHARGE 40,254 40,254 ---------- ---------- $4,414,623 $4,755,246 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 223,018 $ 324,885 Accrued liability - other (Note 1) 11,865 - Gas imbalance payable 16,538 16,538 Asset retirement obligation - current (Note 1) 24,256 23,971 ---------- ---------- Total current liabilities $ 275,677 $ 365,394 LONG-TERM LIABILITIES: Accrued liability $ 254,420 $ 254,420 Asset retirement obligation (Note 1) 418,581 413,791 ---------- ---------- Total long-term liabilities $ 673,001 $ 668,211 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 245,628) ($ 197,010) Limited Partners, issued and outstanding, 418,266 units 3,711,573 3,918,651 ---------- ---------- Total Partners' capital $3,465,945 $3,721,641 ---------- ---------- $4,414,623 $4,755,246 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -15- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ---------- ---------- REVENUES: Oil and gas sales $1,299,778 $1,216,684 Interest income 11,108 4,549 Other income 10,740 - ---------- ---------- $1,321,626 $1,221,233 COSTS AND EXPENSES: Lease operating $ 230,151 $ 274,873 Production tax 83,495 84,095 Depreciation, depletion, and amortization of oil and gas properties 71,757 43,786 General and administrative (Note 2) 140,368 137,518 ---------- ---------- $ 525,771 $ 540,272 ---------- ---------- NET INCOME $ 795,855 $ 680,961 ========== ========== GENERAL PARTNER - NET INCOME $ 84,933 $ 71,582 ========== ========== LIMITED PARTNERS - NET INCOME $ 710,922 $ 609,379 ========== ========== NET INCOME per unit $ 1.70 $ 1.46 ========== ========== UNITS OUTSTANDING 418,266 418,266 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -16- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ------------ CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 795,855 $ 680,961 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 71,757 43,786 Decrease in accounts receivable - oil and gas sales 320,493 88,269 Decrease in accounts payable ( 40,944) ( 500,577) Increase in accrued liability - other 11,865 - ---------- ---------- Net cash provided by operating activities $1,159,026 $ 312,439 ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 75,745) ($ 10,469) ---------- ---------- Net cash used by investing activities ($ 75,745) ($ 10,469) ---------- ---------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($1,051,551) ($ 370,331) ---------- ---------- Net cash used by financing activities ($1,051,551) ($ 370,331) ---------- ---------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS $ 31,730 ($ 68,361) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,460,559 1,413,497 ---------- ---------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $1,492,289 $1,345,136 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -17- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F BALANCE SHEETS (Unaudited) ASSETS March 31, December 31, 2006 2005 ------------ ------------ CURRENT ASSETS: Cash and cash equivalents $ 963,052 $1,062,866 Accounts receivable: Oil and gas sales 599,445 797,469 ---------- ---------- Total current assets $1,562,497 $1,860,335 NET OIL AND GAS PROPERTIES, utilizing the successful efforts method 1,644,546 1,680,470 DEFERRED CHARGE 17,132 17,132 ---------- ---------- $3,224,175 $3,557,937 ========== ========== LIABILITIES AND PARTNERS' CAPITAL (DEFICIT) CURRENT LIABILITIES: Accounts payable $ 161,624 $ 176,398 Gas imbalance payable 13,857 13,857 Asset retirement obligation - current (Note 1) 1,969 1,948 ---------- ---------- Total current liabilities $ 177,450 $ 192,203 LONG-TERM LIABILITIES: Accrued liability $ 84,584 $ 84,584 Asset retirement obligation (Note 1) 279,705 276,256 ---------- ---------- Total long-term liabilities $ 364,289 $ 360,840 PARTNERS' CAPITAL (DEFICIT): General Partner ($ 114,555) ($ 126,897) Limited Partners, issued and outstanding, 221,484 units 2,796,991 3,131,791 ---------- ---------- Total Partners' capital $2,682,436 $3,004,894 ---------- ---------- $3,224,175 $3,557,937 ========== ========== The accompanying condensed notes are an integral part of these financial statements. -18- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 -------- -------- REVENUES: Oil and gas sales $861,866 $819,952 Interest income 8,023 2,585 Other income 9,018 - -------- -------- $878,907 $822,537 COSTS AND EXPENSES: Lease operating $171,071 $163,857 Production tax 48,119 43,993 Depreciation, depletion, and amortization of oil and gas properties 43,775 37,151 General and administrative (Note 2) 85,567 83,143 -------- -------- $348,532 $328,144 -------- -------- NET INCOME $530,375 $494,393 ======== ======== GENERAL PARTNER - NET INCOME $ 56,175 $ 26,076 ======== ======== LIMITED PARTNERS - NET INCOME $474,200 $468,317 ======== ======== NET INCOME per unit $ 2.14 $ 2.11 ======== ======== UNITS OUTSTANDING 221,484 221,484 ======== ======== The accompanying condensed notes are an integral part of these financial statements. -19- GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, 2006 AND 2005 (Unaudited) 2006 2005 ------------ ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 530,375 $494,393 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization of oil and gas properties 43,775 37,151 (Increase) decrease in accounts receivable - oil and gas sales 198,024 ( 14,322) Increase (decrease) in accounts payable ( 8,558) 28,213 ---------- -------- Net cash provided by operating activities $ 763,616 $545,435 ---------- -------- CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ($ 10,597) ($ 7,912) ---------- -------- Net cash used by investing activities ($ 10,597) ($ 7,912) ---------- -------- CASH FLOWS FROM FINANCING ACTIVITIES: Cash distributions ($ 852,833) ($451,091) ---------- -------- Net cash used by financing activities ($ 852,833) ($451,091) ---------- -------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS ($ 99,814) $ 86,432 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 1,062,866 696,460 ---------- -------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 963,052 $782,892 ========== ======== The accompanying condensed notes are an integral part of these financial statements. -20- GEODYNE ENERGY INCOME PROGRAM III LIMITED PARTNERSHIPS CONDENSED NOTES TO THE FINANCIAL STATEMENTS MARCH 31, 2006 (Unaudited) 1. ACCOUNTING POLICIES ------------------- The balance sheets as of March 31, 2006, statements of operations for the three months ended March 31, 2006 and 2005, and statements of cash flows for the three months ended March 31, 2006 and 2005 have been prepared by Geodyne Resources, Inc., the General Partner of the Partnerships (the "General Partner"), without audit. In the opinion of management the financial statements referred to above include all necessary adjustments, consisting of normal recurring adjustments, to present fairly the financial position at March 31, 2006, the results of operations for the three months ended March 31, 2006 and 2005, and the cash flows for the three months ended March 31, 2006 and 2005. 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, 2005. The results of operations for the period ended March 31, 2006 are not necessarily indicative of the results to be expected for the full year. The Limited Partners' net income or loss per unit is based upon each $100 initial capital contribution. OIL AND GAS PROPERTIES ---------------------- The Partnerships follow the successful efforts method of accounting for their oil and gas properties. Under the successful efforts method, the Partnerships capitalize all property acquisition costs and development costs incurred in connection with the further development of oil and gas reserves. Property acquisition costs include costs incurred by the Partnerships or the General Partner to acquire producing properties, including related title insurance or examination costs, commissions, engineering, legal and accounting fees, and similar costs directly related to the acquisitions, plus an allocated portion, of the General Partner's property screening costs. The acquisition cost to the Partnerships of properties acquired by the General Partner is adjusted to reflect the net cash results of operations, including interest incurred to finance the acquisition, for the period of time the properties are held by the General Partner. -21- 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. During the year ended December 31, 2005, the Partnerships' asset retirement obligations were revised upward 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 three months ended March 31, 2006, the III-A, III-B, III-C, III-D, III-E, and III-F Partnerships recognized approximately $9,000, $6,000, $9,000, $5,000, $12,000, and $7,000, 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 months ended March 31, 2006 and 2005 are as shown below. -22- III-A Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $285,256 $114,955 Accretion expense 3,439 1,150 -------- -------- Total Asset Retirement Obligation, End of Period $288,695 $116,105 ======== ======== Asset Retirement Obligation - Current $ 18,263 $ 6,589 Asset Retirement Obligation - Long-Term 270,432 109,516 III-B Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $184,613 $ 79,865 Accretion expense 2,182 774 -------- -------- Total Asset Retirement Obligation, End of Period $186,795 $ 80,639 ======== ======== Asset Retirement Obligation - Current $ 10,985 $ 26,223 Asset Retirement Obligation - Long-Term 175,810 54,416 -23- III-C Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $375,230 $204,672 Additions and revisions - 1,069 Settlements and disposals ( 109) - Accretion expense 4,394 2,095 -------- -------- Total Asset Retirement Obligation, End of Period $379,515 $207,836 ======== ======== Asset Retirement Obligation - Current $ 20,579 $ 27,005 Asset Retirement Obligation - Long-Term 358,936 180,831 III-D Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $204,098 $109,182 Additions and revisions - 155 Settlements and disposals ( 2,732) - Accretion expense 2,362 1,094 -------- -------- Total Asset Retirement Obligation, End of Period $203,728 $110,431 ======== ======== Asset Retirement Obligation - Current $ 17,613 $ 3,814 Asset Retirement Obligation - Long-Term 186,115 106,617 -24- III-E Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $437,762 $217,175 Accretion expense 5,075 2,068 -------- -------- Total Asset Retirement Obligation, End of Period $442,837 $219,243 ======== ======== Asset Retirement Obligation - Current $ 24,256 $ 15,403 Asset Retirement Obligation - Long-Term 418,581 203,840 III-F Partnership ----------------- Three Months Three Months Ended Ended 3/31/2006 3/31/2005 ------------ ------------ Total Asset Retirement Obligation, January 1 $278,204 $150,199 Accretion expense 3,470 1,698 -------- -------- Total Asset Retirement Obligation, End of Period $281,674 $151,897 ======== ======== Asset Retirement Obligation - Current $ 1,969 $ 6,024 Asset Retirement Obligation - Long-Term 279,705 145,873 -25- 2. TRANSACTIONS WITH RELATED PARTIES --------------------------------- The Partnerships' partnership agreements provide for reimbursement to the General Partner for all direct general and administrative expenses and for the general and administrative overhead applicable to the Partnerships based on an allocation of actual costs incurred. During the three months ended March 31, 2006, the following payments were made to the General Partner or its affiliates by the Partnerships: Direct General Administrative Partnership and Administrative Overhead ----------- ------------------- --------------- III-A $28,012 $ 69,468 III-B 26,091 36,405 III-C 27,639 64,353 III-D 25,900 34,476 III-E 30,298 110,070 III-F 27,283 58,284 Affiliates of the Partnerships operate certain of the Partnerships' properties and their policy is to bill the Partnerships for all customary charges and cost reimbursements associated with their activities. ACCOUNTS RECEIVABLE - RELATED PARTY ---------------------------------- The Accounts Receivable - Related Party at March 31, 2006 for the III-C Partnership represents affiliated partnerships' share of oil and gas production expenses initially paid by the III-C Partnership that have not yet been reimbursed by the affiliated partnerships as of March 31, 2006. Such amounts will be received during the second quarter of 2006. ACCOUNTS PAYABLE - RELATED PARTY -------------------------------- The Accounts Payable - Related Party at March 31, 2006 for the III-D Partnership represents the III-D Partnership's share of oil and gas production expenses initially paid by the III-C Partnership that have not been reimbursed by the III-D Partnership to the III-C Partnership as of March 31, 2006. Such amounts will be repaid during the second quarter of 2006. ACCRUED LIABILITY - OTHER ------------------------- The Accrued Liability - Other at March 31, 2006 for the III-E Partnership represents a charge accrued for the settlement of a lawsuit brought by a royalty owner in the Karon Unit located in Live Oak County, Texas. -26- ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS USE OF FORWARD-LOOKING STATEMENTS AND ESTIMATES - ----------------------------------------------- This Quarterly Report contains certain forward-looking statements. The words "anticipate", "believe", "expect", "plan", "intend", "estimate", "project", "could", "may" and similar expressions are intended to identify forward-looking statements. Such statements reflect management's current views with respect to future events and financial performance. This Quarterly Report also includes certain information, which is, or is based upon, estimates and assumptions. Such estimates and assumptions are management's efforts to accurately reflect the condition and operation of the Partnerships. Use of forward-looking statements and estimates and assumptions involve risks and uncertainties which include, but are not limited to, the volatility of oil and gas prices, the uncertainty of reserve information, the operating risk associated with oil and gas properties (including the risk of personal injury, death, property damage, damage to the well or producing reservoir, environmental contamination, and other operating risks), the prospect of changing tax and regulatory laws, the availability and capacity of processing and transportation facilities, the general economic climate, the supply and price of foreign imports of oil and gas, the level of consumer product demand, and the price and availability of alternative fuels. Should one or more of these risks or uncertainties occur or should estimates or underlying assumptions prove incorrect, actual conditions or results may vary materially and adversely from those stated, anticipated, believed, estimated, and otherwise indicated. GENERAL - ------- The Partnerships are engaged in the business of acquiring and operating producing oil and gas properties located in the continental United States. In general, a Partnership acquired producing properties and did not engage in development drilling or enhanced recovery projects, except as an incidental part of the management of the producing properties acquired. Therefore, the economic life of each Partnership is limited to the period of time required to fully produce its acquired oil and gas reserves. The net proceeds from the oil and gas operations are distributed to the Limited Partners and the General Partner in accordance with the terms of the Partnerships' partnership agreements. -27- LIQUIDITY AND CAPITAL RESOURCES - ------------------------------- The Partnerships began operations and investors were assigned their rights as Limited Partners, having made capital contributions in the amounts and on the dates set forth below: Limited Date of Partner Capital Partnership Activation Contributions ----------- ------------------ --------------- III-A November 22, 1989 $26,397,600 III-B January 24, 1990 13,833,600 III-C February 27, 1990 24,453,600 III-D September 5, 1990 13,100,800 III-E December 26, 1990 41,826,600 III-F March 7, 1991 22,148,400 In general, the amount of funds available for acquisition of producing properties was equal to the capital contributions of the Limited Partners, less 15% for sales commissions and organization and management fees. All of the Partnerships have fully invested their capital contributions. Net proceeds from the operations less necessary operating capital are distributed to the Limited Partners on a quarterly basis. Revenues and net proceeds of a Partnership are largely dependent upon the volumes of oil and gas sold and the prices received for such oil and gas. While the General Partner cannot predict future pricing trends, it believes the working capital available as of March 31, 2006 and the net revenue generated from future operations will provide sufficient working capital to meet current and future obligations. Occasional expenditures for new wells, well recompletions, or workovers may, however, reduce or eliminate cash available for a particular quarterly distribution. During the three months ended March 31, 2006, capital expenditures for the III-C and III-D Partnerships totaled $199,000 and $167,000, respectively. These expenditures were primarily due to the recompletion of the Sugg AA 3067 #1 well located in Irion County, Texas. The III-C and III-D Partnerships own working interests of approximately 34.2% and 28.6%, respectively, in this well. 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 -28- 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 As of the date of this Quarterly Report, the General Partner has not yet determined whether to further extend the term of any Partnership. 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. -29- 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. 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 -30- 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 gas volume to differ from the reserve reports prepared by the General Partner. -31- III-A Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 96,735 3,483,848 Production ( 6,820) ( 97,516) Extensions and discoveries 2 3,176 Revisions of previous estimates ( 215) ( 53,212) ------ --------- Proved reserves, March 31, 2006 89,702 3,336,296 ====== ========= III-B Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 60,591 1,408,960 Production ( 4,850) ( 42,417) Extensions and discoveries 1 1,341 Revisions of previous estimates 1,364 ( 18,779) ------ --------- Proved reserves, March 31, 2006 57,106 1,349,105 ====== ========= III-C Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 89,290 4,704,441 Production ( 2,712) ( 158,163) Extensions and discoveries 1,473 119,936 Revisions of previous estimates 2,456 ( 109,182) ------ --------- Proved reserves, March 31, 2006 90,507 4,557,032 ====== ========= -32- III-D Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 83,877 2,407,268 Production ( 2,291) ( 84,478) Extensions and discoveries 1,215 96,460 Revisions of previous estimates 658 ( 70,812) ------- --------- Proved reserves, March 31, 2006 83,459 2,348,438 ======= ========= III-E Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ------------ Proved reserves, Dec. 31, 2005 150,195 5,309,709 Production ( 4,192) ( 154,777) Extensions and discoveries 11 143,125 Revisions of previous estimates ( 3,993) ( 83,964) ------- --------- Proved reserves, March 31, 2006 142,021 5,214,093 ======= ========= III-F Partnership ----------------- Crude Natural Oil Gas (Barrels) (Mcf) --------- ----------- Proved reserves, Dec. 31, 2005 337,230 3,504,393 Production ( 5,130) ( 79,364) Extensions and discoveries 7 20 Revisions of previous estimates 13,117 ( 102,547) ------- --------- Proved reserves, March 31, 2006 345,224 3,322,502 ======= ========= -33- The net present value of the Partnerships' reserves may change dramatically as oil and gas prices change or as volumes change for the reasons described above. Net present value represents estimated future gross cash flow from the production and sale of proved reserves, net of estimated oil and gas production costs (including production taxes, ad valorem taxes, and operating expenses) and estimated future development costs, discounted at 10% per annum. The following table indicates the estimated net present value of the Partnerships' proved reserves as of March 31, 2006 and December 31, 2005. 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 and gas production subsequent to March 31, 2006. There can be no assurance that the prices used in calculating the net present value of the Partnerships' proved reserves at March 31, 2006 will actually be realized for such production. Net Present Value of Reserves ------------------------------------------- Partnership 3/31/06 12/31/05 ----------- ----------- ----------- III-A $13,164,434 $18,172,686 III-B 6,084,467 8,094,147 III-C 13,478,529 19,743,674 III-D 7,505,439 10,571,683 III-E 18,021,403 25,351,236 III-F 15,791,540 20,515,797 Oil and Gas Prices ------------------------------------------ Pricing 3/31/06 12/31/05 ----------- ----------- ----------- Oil (Bbl) $ 66.25 $ 61.06 Gas (Mcf) 7.18 10.08 RESULTS OF OPERATIONS - --------------------- GENERAL DISCUSSION The following general discussion should be read in conjunction with the analysis of results of operations provided below. -34- The primary source of liquidity and Partnership cash distributions comes from the net revenues generated from the sale of oil and gas produced from the Partnerships' oil and gas properties. The level of net revenues is highly dependent upon the total volumes of oil and natural gas sold. Oil and gas reserves are depleting assets and will experience production declines over time, thereby likely resulting in reduced net revenues. The level of net revenues is also highly dependent upon the prices received for oil and gas sales, which prices have historically been very volatile and may continue to be so. Additionally, lower oil and natural gas prices may reduce the amount of oil and gas that is economic to produce and reduce the Partnerships' revenues and cash flow. Various factors beyond the Partnerships' control will affect prices for oil and natural gas, such as: * Worldwide and domestic supplies of oil and natural gas; * The ability of the members of the Organization of Petroleum Exporting Countries ("OPEC") to agree to and maintain oil prices and production quotas; * Political instability or armed conflict in oil-producing regions or around major shipping areas; * The level of consumer demand and overall economic activity; * The competitiveness of alternative fuels; * Weather conditions and the impact of weather- related events; * The availability of pipelines for transportation; * Domestic and foreign government regulations and taxes; and * Market expectations. 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, may increase, 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, remain relatively constant, or decrease at an even greater rate -35- over a given period. These factors include, but are not limited to: * Geophysical conditions which cause an acceleration of the decline in production; * 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; * Prior period volume adjustments (either positive or negative) made by the operators of the properties; * Adjustments in ownership or rights to production in accordance with agreements governing the operation or ownership of the well (such as adjustments that occur at payout or due to gas balancing); and * 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. III-A PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ----------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,113,320 $1,033,696 Oil and gas production expenses $ 253,418 $ 362,348 Barrels produced 6,820 8,034 Mcf produced 97,516 108,487 Average price/Bbl $ 62.60 $ 45.38 Average price/Mcf $ 7.04 $ 6.17 As shown in the table above, total oil and gas sales increased $80,000 (7.7%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase, $118,000 and $85,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $55,000 and $68,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,214 barrels and 10,971 Mcf, respectively, for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. The -36- decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 in order to perform a workover and (ii) normal declines in production. As of the date of this Quarterly Report, the operator has not yet determined when or if the shut-in well will return to production, and if returned to production, at what rate. The decrease in volumes of gas sold was primarily due to (i) normal declines in production, (ii) positive prior period volume adjustments made by the operators on two significant wells during the three months ended March 31, 2005, and (iii) the shutting-in of two other 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 or if the shut-in wells will return to production, and if returned to production, at what rate. These decreases were partially offset by a positive prior period volume adjustment made by the operator on another significant well during the three months ended March 31, 2006. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $109,000 (30.1%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This decrease was primarily due to (i) workover expenses incurred on several wells during the three months ended March 31, 2005, (ii) a positive prior period production tax adjustment made by the operator on one significant well during the three months ended March 31, 2005, and (iii) a decrease in saltwater disposal expenses incurred on several wells during the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As of the date of this Quarterly Report, management anticipates that the saltwater disposal expenses on these wells will remain at 2006 levels. These decreases were partially offset by (i) workover expenses incurred on one significant well during the three months ended March 31, 2006 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 22.8% for the three months ended March 31, 2006 from 35.1% for the three months ended March 31, 2005. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $4,000 (14.6%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase (i) $6,000 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 during late 2005 and (ii) $2,000 was due to accretion of these additional asset retirement obligations. This increase was also due to one significant well being fully depleted during the three months ended March 31, 2006 due to the lack of remaining reserves. These increases were partially offset by the decreases in volumes of oil and gas sold. As a -37- percentage of oil and gas sales, this expense increased to 2.5% for the three months ended March 31, 2006 from 2.3% for the three months ended March 31, 2005. General and administrative expenses increased $3,000 (2.6%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.8% for the three months ended March 31, 2006 from 9.2% for the three months ended March 31, 2005. The Limited Partners have received cash distributions through March 31, 2006 totaling $42,446,701 or 160.80% of Limited Partners' capital contributions. III-B PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ---------------------------- 2006 2005 -------- -------- Oil and gas sales $590,471 $525,153 Oil and gas production expenses $155,444 $217,240 Barrels produced 4,850 5,398 Mcf produced 42,417 44,794 Average price/Bbl $ 61.96 $ 45.58 Average price/Mcf $ 6.84 $ 6.23 As shown in the table above, total oil and gas sales increased $65,000 (12.4%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase, $79,000 and $26,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $25,000 and $15,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 548 barrels and 2,377 Mcf, respectively, for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. The decrease in volumes of oil sold was primarily due to (i) the shutting-in of one significant well during late 2005 in order to perform a workover and (ii) normal declines in production. As of the date of this Quarterly Report, the operator has not yet determined when or if the shut-in well will return to production, and if returned to production, at what rate. 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 or if the shut-in wells will return to production, and if returned to production, at what rate. These decreases were partially offset by a positive prior period volume -38- adjustment made by the operator on another significant well during the three months ended March 31, 2006. Oil and gas production expenses (including lease operating expenses and production taxes) decreased $62,000 (28.4%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This decrease was primarily due to (i) workover expenses incurred on several wells during the three months ended March 31, 2005, (ii) a positive prior period production tax adjustment made by the operator on one significant well during the three months ended March 31, 2005, and (iii) a decrease in saltwater disposal expenses incurred on several wells during the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As of the date of this Quarterly Report, management anticipates that the saltwater disposal expenses on these wells will remain at 2006 levels. These decreases were partially offset by (i) workover expenses incurred on one significant well during the three months ended March 31, 2006 and (ii) an increase in production taxes associated with the increase in oil and gas sales. As a percentage of oil and gas sales, these expenses decreased to 26.3% for the three months ended March 31, 2006 from 41.4% for the three months ended March 31, 2005. This percentage decrease was primarily due to the dollar decrease in oil and gas production expenses. Depreciation, depletion, and amortization of oil and gas properties increased $11,000 (244.9%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase (i) $4,000 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 during late 2005 and (ii) $1,000 was due to accretion of these additional asset retirement obligations. This increase was also due to one significant well being fully depleted during the three months ended March 31, 2006 due to the lack of remaining reserves. As a percentage of oil and gas sales, this expense increased to 2.6% for the three months ended March 31, 2006 from 0.9% for the three months ended March 31, 2005. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,000 (3.7%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 10.6% for the three months ended March 31, 2006 from 11.5% for the three months ended March 31, 2005. The Limited Partners have received cash distributions through March 31, 2006 totaling $23,535,353 or 170.13% of Limited Partners' capital contributions. -39- III-C PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ---------------------------- 2006 2005 ---------- -------- Oil and gas sales $1,232,981 $954,505 Oil and gas production expenses $ 275,875 $221,152 Barrels produced 2,712 2,469 Mcf produced 158,163 134,206 Average price/Bbl $ 61.83 $ 46.83 Average price/Mcf $ 6.74 $ 6.25 As shown in the table above, total oil and gas sales increased $278,000 (29.2%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase (i) $11,000 and $150,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $40,000 and $77,000, respectively, were related to increases in volumes of oil and gas sold. Volumes of oil and gas sold increased 243 barrels and 23,957 Mcf, respectively, for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. The increase in volumes of oil sold was primarily due to (i) an increase in production on one significant well following the successful recompletion of that well during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. These increases were partially offset by normal declines in production. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during 2005 and early 2006 and (ii) an increase in production on two significant wells following the successful recompletion of those wells during 2005 and early 2006. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $55,000 (24.7%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) workover expenses incurred on several wells during the three months ended March 31, 2006, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) repair and maintenance expenses incurred on several other wells during the three months ended March 31, 2006. These increases were partially offset by workover expenses incurred on several wells during the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 22.4% for the three months ended March 31, 2006 from 23.2% for the three months ended March 31, 2005. -40- Depreciation, depletion, and amortization of oil and gas properties increased $2,000 (4.6%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) an increase in depletable oil and gas properties during the three months ended March 31, 2006 primarily due to the recompletion of one significant well and (ii) the increases in volumes of oil and gas sold. These increases were partially offset by (i) an increase in depletable oil and gas properties during 2005 primarily due to the drilling of two developmental wells and (ii) the receipt of an equipment credit on one fully depleted well during the three months ended March 31, 2006. As a percentage of oil and gas sales, this expense decreased to 4.4% for the three months ended March 31, 2006 from 5.5% for the three months ended March 31, 2005. This percentage decrease was primarily due to the increases in the average prices of oil and gas sold. General and administrative expenses increased $2,000 (2.8%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 7.5% for the three months ended March 31, 2006 from 9.4% for the three months ended March 31, 2005. This percentage decrease was primarily due to the increase in oil and gas sales. The Limited Partners have received cash distributions through March 31, 2006 totaling $32,084,795 or 131.21% of Limited Partners' capital contributions. III-D PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ---------------------------- 2006 2005 -------- -------- Oil and gas sales $714,986 $535,061 Oil and gas production expenses $168,346 $124,723 Barrels produced 2,291 2,399 Mcf produced 84,478 76,715 Average price/Bbl $ 60.30 $ 45.62 Average price/Mcf $ 6.83 $ 5.55 As shown in the table above, total oil and gas sales increased $180,000 (33.6%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase (i) $34,000 and $108,000, respectively, were related to increases in the average prices of oil and gas sold and (ii) $43,000 was related to an increase in volumes of gas sold. These increases were partially offset by a decrease of $5,000 related to a decrease in volumes of oil sold. Volumes of oil sold decreased 108 barrels, while volumes of gas sold increased 7,763 Mcf for the three months ended March 31, 2006 as -41- compared to the three months ended March 31, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production. This decrease was partially offset by (i) an increase in production on one significant well following the successful recompletion of that well during early 2006 and (ii) the successful completion of several new wells during 2005 and early 2006. The increase in volumes of gas sold was primarily due to (i) the successful completion of several new wells during 2005 and early 2006 and (ii) an increase in production on two significant wells following the successful recompletion of those wells during 2005 and early 2006. These increases were partially offset by normal declines in production. Oil and gas production expenses (including lease operating expenses and production taxes) increased $44,000 (35.0%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) repair and maintenance expenses incurred on several wells during the three months ended March 31, 2006, (ii) an increase in production taxes associated with the increase in oil and gas sales, and (iii) workover expenses incurred on another significant well during the three months ended March 31, 2006. As a percentage of oil and gas sales, these expenses remained relatively constant at 23.5% for the three months ended March 31, 2006 and 23.3% for the three months ended March 31, 2005. Depreciation, depletion, and amortization of oil and gas properties increased $16,000 (94.6%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) an increase in depletable oil and gas properties during the three months ended March 31, 2006 primarily due to the recompletion of one significant well, (ii) an increase of $3,000 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 during late 2005, and (iii) an increase of $1,000 due to the accretion of these additional asset retirement obligations. These increases were partially offset by an increase in depletable oil and gas properties during 2005 primarily due to the drilling of one developmental well. As a percentage of oil and gas sales, this expense increased to 4.6% for the three months ended March 31, 2006 from 3.2% for the three months ended March 31, 2005. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,000 (3.8%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 8.4% for the three months ended March 31, 2006 from 10.9% for the three months ended March 31, 2005. This percentage decrease was primarily due to the increase in oil and gas sales. -42- The Limited Partners have received cash distributions through March 31, 2006 totaling $17,925,669 or 136.83% of Limited Partners' capital contributions. III-E PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ---------------------------- 2006 2005 ---------- ---------- Oil and gas sales $1,299,778 $1,216,684 Oil and gas production expenses $ 313,646 $ 358,968 Barrels produced 4,192 6,185 Mcf produced 154,777 172,223 Average price/Bbl $ 59.27 $ 43.51 Average price/Mcf $ 6.79 $ 5.50 As shown in the table above, total oil and gas sales increased $83,000 (6.8%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase $66,000 and $200,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $87,000 and $96,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 1,993 barrels and 17,446 Mcf, respectively, for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. The decrease in volumes of oil sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during late 2005 and early 2006 in order to perform a workover. As of the date of this Quarterly Report, the shut-in well has returned to production at a rate lower than previously experienced. 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) decreased $45,000 for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 24.1% for the three months ended March 31, 2006 from 29.5% for the three months ended March 31, 2005. This percentage decrease was primarily due to (i) the dollar decrease in oil and gas production expenses and (ii) the increase in oil and gas sales. Depreciation, depletion, and amortization of oil and gas properties increased $28,000 (63.9%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) one significant well being fully depleted during the three months ended March 31, 2006 due to the lack of remaining -43- reserves, (ii) an increase of $7,000 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 during late 2005, and (iii) an increase of $3,000 due to the accretion of these additional asset retirement obligations. As a percentage of oil and gas sales, this expense increased to 5.5% for the three months ended March 31, 2006 from 3.6% for the three months ended March 31, 2005. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $3,000 (2.1%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses decreased to 10.8% for the three months ended March 31, 2006 from 11.3% for the three months ended March 31, 2005. The Limited Partners have received cash distributions through March 31, 2006 totaling $52,877,016 or 126.42% of Limited Partners' capital contributions. III-F PARTNERSHIP THREE MONTHS ENDED MARCH 31, 2006 COMPARED TO THE THREE MONTHS ENDED MARCH 31, 2005. Three Months Ended March 31, ---------------------------- 2006 2005 -------- -------- Oil and gas sales $861,866 $819,952 Oil and gas production expenses $219,190 $207,850 Barrels produced 5,130 5,389 Mcf produced 79,364 100,250 Average price/Bbl $ 58.76 $ 46.66 Average price/Mcf $ 7.06 $ 5.67 As shown in the table above, total oil and gas sales increased $42,000 (5.1%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. Of this increase $62,000 and $110,000, respectively, were related to increases in the average prices of oil and gas sold. These increases were partially offset by decreases of $12,000 and $118,000, respectively, related to decreases in volumes of oil and gas sold. Volumes of oil and gas sold decreased 259 barrels and 20,886 Mcf, respectively, for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. The decrease in volumes of oil sold was primarily due to normal declines in production, which decrease was partially offset by an increase in production on one significant well following the successful recompletion of that well during 2005. The decrease in volumes of gas sold was primarily due to (i) normal declines in production and (ii) the shutting-in of one significant well during the three months ended -44- March 31, 2006 in order to perform repairs and maintenance. As of the date of this Quarterly Report, the shut-in well is expected to return to production in mid 2006. Oil and gas production expenses (including lease operating expenses and production taxes) increased $11,000 (5.5%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, these expenses remained relatively constant at 25.4% for the three months ended March 31, 2006 and 25.3% for the three months ended March 31, 2005. Depreciation, depletion, and amortization of oil and gas properties increased $7,000 (17.8%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. This increase was primarily due to (i) downward revisions in the estimates of remaining gas reserves since March 31, 2005, (ii) an increase of $3,000 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 during late 2005, and (iii) an increase of $2,000 due to the accretion of these additional asset retirement obligations. These increases were partially offset by the decreases in volumes of oil and gas sold. As a percentage of oil and gas sales, this expense increased to 5.1% for the three months ended March 31, 2006 from 4.5% for the three months ended March 31, 2005. This percentage increase was primarily due to the dollar increase in depreciation, depletion, and amortization of oil and gas properties. General and administrative expenses increased $2,000 (2.9%) for the three months ended March 31, 2006 as compared to the three months ended March 31, 2005. As a percentage of oil and gas sales, this expense decreased to 9.9% for the three months ended March 31, 2006 from 10.1% for the three months ended March 31, 2005. The III-F Partnership achieved payout during the first quarter of 2006. After payout, operations and revenues for the III-F Partnership have been and will be allocated using after payout percentages. After payout percentages allocate operating income and expenses 10% to the General Partner and 90% to the Limited Partners. Before payout, operating income and expenses were allocated 5% to the General Partner and 95% to the Limited Partners. The Limited Partners have received cash distributions through March 31, 2006 totaling $22,561,904 or 101.87% of Limited Partners' capital contributions. -45- ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Partnerships do not hold any market risk sensitive instruments. ITEM 4. 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. -46- 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. 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. -47- 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. -48- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-A GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-B GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-C GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-D GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-E GEODYNE ENERGY INCOME LIMITED PARTNERSHIP III-F (Registrant) BY: GEODYNE RESOURCES, INC. General Partner Date: May 12, 2006 By: /s/Dennis R. Neill -------------------------------- (Signature) Dennis R. Neill President Date: May 12, 2006 By: /s/Craig D. Loseke -------------------------------- (Signature) Craig D. Loseke Chief Accounting Officer -49- INDEX TO EXHIBITS ----------------- Exh. No. Exhibit - ---- ------- 31.1 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.2 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-A. 31.3 Certification Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.4 Certification Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-B. 31.5 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.6 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-C. 31.7 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.8 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-D. 31.9 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.10 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-E. 31.11 Certification by Dennis R. Neill required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. 31.12 Certification by Craig D. Loseke required by Rule 13a-14(a)/15d-14(a) for the Geodyne Energy Income Limited Partnership III-F. -50- 32.1 Certification pursuant to 18 U.S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-A. 32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-B. 32.3 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-C. 32.4 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-D. 32.5 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-E. 32.6 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Geodyne Energy Income Limited Partnership III-F. -51-